424B5 1 file1.htm

Filed Pursuant to Rule 424(b)(5)
Registration Statement No.: 333-130390-03

Prospectus Supplement
(to Prospectus Dated October 9, 2006)

$3,535,002,000 (Approximate)
COMM 2006-C8
Commercial Mortgage Pass-Through Certificates
German American Capital Corporation
Barclays Capital Real Estate Inc.
Bank of America, National Association
General Electric Capital Corporation
Sponsors and Mortgage Loan Sellers

Deutsche Mortgage & Asset Receiving Corporation
Depositor

COMM 2006-C8 Mortgage Trust
Issuing Entity

The COMM 2006-C8 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in, and represent obligations of, the issuing entity only. The trust’s assets will primarily be 173 fixed-rate mortgage loans secured by first liens on 413 commercial, multifamily and manufactured housing community properties. The COMM 2006-C8 Commercial Mortgage Pass-Through Certificates are not obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency.

Each class of certificates will receive distributions of interest, principal or both, on the 10th day of each month or, if such 10th day is not a business day, the business day immediately following the 10th day, commencing January 10, 2007. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described in this prospectus supplement under ‘‘Description of the Certificates—Subordination.’’

Certain characteristics of the certificates offered in this prospectus supplement include:


  Initial Certificate
or Notional
Balance(2)
Approximate Initial
Pass-Through Rate
Assumed Final
Distribution Date(3)
Rated Final
Distribution Date(3)
Anticipated
Ratings
Moody’s/Fitch(1)
Class A-1(5) $ 52,500,000
5.108
%
September 10, 2011 December 10, 2046 Aaa/AAA
Class A-2A(5) $ 100,000,000
5.219
%
September 10, 2011 December 10, 2046 Aaa/AAA
Class A-2B(5) $ 366,000,000
5.248
%
January 10, 2012 December 10, 2046 Aaa/AAA
Class A-3(5) $ 244,500,000
5.308
%
December 10, 2013 December 10, 2046 Aaa/AAA
Class A-AB(5) $ 92,500,000
5.291
%
February 10, 2016 December 10, 2046 Aaa/AAA
Class A-4(5) $ 1,118,212,000
5.306
%
December 10, 2016 December 10, 2046 Aaa/AAA
Class A-1A(5) $ 669,280,000
5.292
%
December 10, 2016 December 10, 2046 Aaa/AAA
Class XP(8)   $3,698,510,000 0.505
%(8)
N/A N/A Aaa/AAA
Class A-M $ 377,571,000
5.347
%
December 10, 2016 December 10, 2046 Aaa/AAA
Class A-J $ 302,056,000
5.377
%
December 10, 2016 December 10, 2046 Aaa/AAA
Class B $ 28,318,000
5.436
%
December 10, 2016 December 10, 2046 Aa1/AA+
Class C $ 42,476,000
5.455
%
December 10, 2016 December 10, 2046 Aa2/AA
Class D $ 37,758,000
5.495
%(7)
December 10, 2016 December 10, 2046 Aa3/AA−
Class E $ 23,598,000
5.515
%(7)
December 10, 2016 December 10, 2046 A1/A+
Class F $ 28,317,000
5.535
%(7)
January 10, 2017 December 10, 2046 A2/A
Class G $ 51,916,000
5.594
%(7)
January 10, 2017 December 10, 2046 A3/A−

(Footnotes to table to begin on page S-3)

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement or the accompanying prospectus are truthful or complete.

Any representation to the contrary is a criminal offense. Investing in the certificates offered in this prospectus supplement involves risks. See ‘‘Risk Factors’’ beginning on page S-43 of this prospectus supplement and page 12 of the prospectus.

Deutsche Bank Securities Inc. and Banc of America Securities LLC are acting as joint bookrunning managers. Deutsche Bank Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. are acting as co-lead managers of the offering. Morgan Stanley & Co. Incorporated is acting as co-manager of the offering. The underwriters will offer the certificates offered in this prospectus supplement to the public in negotiated transactions at varying prices to be determined at the time of sale.

Deutsche Bank Securities Inc., Banc of America Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated are required to purchase the certificates offered in this prospectus supplement (in the amounts to be set forth in the prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. Deutsche Mortgage & Asset Receiving Corporation expects to receive from the sale of the certificates offered in this prospectus supplement approximately 103.30% of the initial aggregate certificate balance of the certificates offered in this prospectus supplement, plus accrued interest, before deducting expenses payable by it. The underwriters expect to deliver the certificates offered in the prospectus supplement to purchasers on or about December 21, 2006.


Deutsche Bank Securities Banc of America Securities LLC

Co-Bookrunning Managers and Co-Lead Managers

Barclays Capital
Co-Lead Manager

Morgan Stanley
Co-Manager

December 13, 2006




IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the certificates offered in this prospectus supplement is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the certificates offered in this prospectus supplement; and (b) this prospectus supplement, which describes the specific terms of the certificates offered in this prospectus supplement. The Annexes to this prospectus supplement are incorporated into and are a part of this prospectus supplement.

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 certificates offered in this prospectus supplement. 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 room, 100 F Street, N.E., 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. Copies of these materials can also be obtained electronically through the SEC’s internet website (http://www.sec.gov).

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the prospectus. The information in this prospectus supplement is accurate only as of the date of this prospectus supplement.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The tables of contents in this prospectus supplement and the prospectus identify the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the certificates offered in this prospectus supplement and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ beginning on page S-281 in this prospectus supplement. The capitalized terms used in the prospectus are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ beginning on page 127 in the prospectus.

In this prospectus supplement, the terms ‘‘Depositor,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Deutsche Mortgage & Asset Receiving Corporation.

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 (i) are outside the United Kingdom, or (ii) have professional experience in matters relating to investments, or (iii) 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 (i) are outside the United Kingdom, or (ii) have professional experience in participating in unregulated collective investment schemes, or (iii) 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

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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.

EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of certificates to the public in that Relevant Member State at any time:

(a)  to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)  to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
(c)  in any other circumstances which do not require the publication by the issuing entity of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of certificates to the public’’ in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe the certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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EXECUTIVE SUMMARY

This Executive Summary does not include all of the information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement relating to the certificates offered in this prospectus supplement and the underlying mortgage loans. This executive summary also describes the certificates that are not offered by this prospectus supplement (other than the Class T, Class R and Class LR Certificates) which have not been registered under the Securities Act of 1933, as amended, and which will be sold to investors in private transactions.


Class Anticipated
Ratings
Moody’s/
Fitch(1)
Initial
Certificate
Balance or
Notional
Balance(2)
Approximate
Percent of
Total
Certificates
Approximate
Credit
Support
Description
of
Pass-Through
Rate
Assumed
Final
Distribution
Date(3)
Approximate
Initial
Pass-Through
Rate
Weighted
Average
Life
(Yrs.)(4)
Principal
Window(4)
Offered Certificates  
   
       
 
A-1(5) Aaa/AAA $ 52,500,000
1.390% 30.000
%(6)
Fixed 9/10/11 5.108% 3.01
1/07-9/11
A-2A(5) Aaa/AAA $ 100,000,000
2.649% 30.000
%(6)
Fixed 9/10/11 5.219% 4.72
9/11-9/11
A-2B(5) Aaa/AAA $ 366,000,000
9.694% 30.000
%(6)
Fixed 1/10/12 5.248% 4.86
9/11-1/12
A-3(5) Aaa/AAA $ 244,500,000
6.476% 30.000
%(6)
Fixed 12/10/13 5.308% 6.80
10/13-12/13
A-AB(5) Aaa/AAA $ 92,500,000
2.450% 30.000
%(6)
Fixed 2/10/16 5.291% 7.29
1/12-2/16
A-4(5) Aaa/AAA $ 1,118,212,000
29.616% 30.000
%(6)
Fixed 12/10/16 5.306% 9.82
2/16-12/16
A-1A(5) Aaa/AAA $ 669,280,000
17.726% 30.000
%(6)
Fixed 12/10/16 5.292% 8.51
1/07-12/16
XP(8) Aaa/AAA $3,698,510,000 N/A N/A
Variable(8) N/A 0.505% N/A
N/A
A-M Aaa/AAA $ 377,571,000
10.000% 20.000
%
Fixed 12/10/16 5.347% 9.97
12/16-12/16
A-J Aaa/AAA $ 302,056,000
8.000% 12.000
%
Fixed 12/10/16 5.377% 9.97
12/16-12/16
B Aa1/AA+ $ 28,318,000
0.750% 11.250
%
Fixed 12/10/16 5.436% 9.97
12/16-12/16
C Aa2/AA $ 42,476,000
1.125% 10.125
%
Fixed 12/10/16 5.455% 9.97
12/16-12/16
D Aa3/AA− $ 37,758,000
1.000% 9.125
%
WAC(7) 12/10/16 5.495% 9.97
12/16-12/16
E A1/A+ $ 23,598,000
0.625% 8.500
%
WAC(7) 12/10/16 5.515% 9.97
12/16-12/16
F A2/A $ 28,317,000
0.750% 7.750
%
WAC(7) 1/10/17 5.535% 10.02
12/16-1/17
G A3/A− $ 51,916,000
1.375% 6.375
%
WAC(7) 1/10/17 5.594% 10.05
1/17-1/17
Private Certificates(9)  
   
       
 
XS(8) Aaa/AAA $ 3,775,704,017
N/A N/A Variable(8) N/A 0.045% N/A N/A
H Baa1/BBB+ $ 37,757,000
1.000% 5.375
%
WAC(7) 1/10/17 5.772% 10.05
1/17-1/17
J Baa2/BBB $ 42,477,000
1.125% 4.250
%
WAC(10) 1/10/17 5.782% 10.05
1/17-1/17
K Baa3/BBB– $ 42,477,000
1.125% 3.125
%
WAC(11) 1/10/17 5.863% 10.05
1/17-1/17
L Ba1/BB+ $ 18,878,000
0.500% 2.625
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
M Ba2/BB $ 18,879,000
0.500% 2.125
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
N Ba3/BB− $ 4,719,000
0.125% 2.000
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
O B1/B+ $ 9,440,000
0.250% 1.750
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
P B2/NR $ 14,159,000
0.375% 1.375
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
Q B3/NR $ 9,439,000
0.250% 1.125
%
WAC(7) 1/10/17 5.062% 10.05
1/17-1/17
S NR/NR $ 42,477,017
1.125% 0.000
%
WAC(7) 10/10/17 5.062% 10.79
1/17-10/17
(1) It is a condition to issuance of the certificates that the certificates receive the ratings set forth above.
(2) Approximate; subject to a variance of plus or minus 5.0%.
(3) The assumed final distribution date with respect to any class of certificates offered in this prospectus supplement is the distribution date on which the final distribution would occur for that class of certificates based upon the assumption that no mortgage loan is prepaid prior to its stated maturity date or anticipated repayment date, as applicable, and otherwise based on modeling assumptions described in this prospectus supplement. The actual performance and experience of the mortgage loans will likely differ from such assumptions. The rated final distribution date for each class of certificates offered in this prospectus supplement is the distribution date in December 2046. See ‘‘Yield and Maturity Considerations’’ and ‘‘Ratings’’ in this prospectus supplement.
(4) The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates is based on (i) modeling assumptions and prepayment assumptions described in this prospectus supplement, (ii) assumptions that there are no prepayments or losses on the mortgage loans, and (iii) assumptions that there are no extensions of maturity dates and that the mortgage loans with anticipated repayment dates are paid off on their respective anticipated repayment dates.
(5) For purposes of making distributions to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of mortgage loans will be deemed to consist of two distinct Loan Groups, Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 129 mortgage loans, representing approximately 82.27% of the outstanding pool balance. Loan Group 2

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will consist of 44 mortgage loans, representing approximately 17.73% of the outstanding pool balance. Loan Group 2 will include approximately 75.84% of all the mortgage loans secured by multifamily properties and 32.28% of all mortgage loans secured by manufactured housing properties.

So long as funds are sufficient on any distribution date to make distributions of all interest on such distribution date to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A and Class X Certificates, interest distributions on the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, and Class A-4 Certificates will be based upon amounts available relating to mortgage loans in Loan Group 1 and interest distributions on the Class A-1A Certificates will be based upon amounts available relating to mortgage loans in Loan Group 2. In addition, generally, (i) the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates will be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in Loan Group 1, and after the certificate principal balance of the Class A-1A Certificates has been reduced to zero, Loan Group 2 and (ii) the Class A-1A Certificates will be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in Loan Group 2 and after the certificate balance of the Class A-4 certificates has been reduced to zero, from Loan Group 1. However, on and after any distribution date on which the certificate principal balances of the Class A-M, Class A-J and Class B through Class S Certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro rata.

(6) Represents the approximate credit support for the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates in the aggregate.
(7) The pass-through rates applicable to the Class D, Class E, Class F, Class G, Class H, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates are equal to the lesser of the initial pass-through rate for that class (as described in ‘‘Executive Summary—The Certificates’’) and the weighted average net mortgage pass-through rate.
(8) The Class XS and Class XP Certificates will not have principal balances. The Class XS Certificates are not offered hereby. The Class XS and Class XP Certificates are collectively referred to herein as the Class X Certificates. The Class X Certificates are not entitled to distributions of principal. The Class X Certificates will accrue interest on its related notional balance and at the related pass-through rate as described in this prospectus supplement under ‘‘Description of the Offered Certificates—General’’ and ‘‘Distributions.’’
(9) Not offered hereby.
(10) The pass-through rate applicable to the Class J Certificates is equal to the weighted average net mortgage pass-through rate minus 0.0810%.
(11) The pass-through rate applicable to the Class K Certificates is equal to the weighted average net mortgage pass-through rate.

The Class T, Class R and Class LR Certificates are not represented in this table.

The following table shows information regarding the mortgage loans and the mortgaged properties as of the cut-off date. All weighted averages set forth below are based on the principal balances of the mortgage loans as of such date.

The Mortgage Pool


Outstanding Pool Balance as of the Cut-off Date(1) $ 3,775,704,017
Number of Mortgage Loans 173
Number of Mortgaged Properties 413
Average Mortgage Loan Balance $ 21,824,879
Weighted Average Mortgage Rate 5.8931
%
Weighted Average Remaining Term to Maturity (in months)(2) 107
Weighted Average Debt Service Coverage Ratio(3) 1.40
x
Weighted Average Loan-to-Value Ratio(3) 71.09
%
(1) Subject to a permitted variance of plus or minus 5%.
(2) Calculated with respect to the anticipated repayment date for one mortgage loan, representing 0.08% of the outstanding pool balance and 0.10% of the outstanding Loan Group 1 balance as of the cut-off date.
(3) In the case of three mortgage loans, representing 14.82% of the outstanding pool balance as of the cut-off date, each with one or more companion loans that are not included in the trust, DSCR and LTV ratio have been calculated based on the mortgage loans included in the trust and the mortgage loans that are not included in the trust but are pari passu in right of payment with the mortgage loans included in the trust. In the case of 18 mortgage loans with an aggregate principal balance as of the cut-off date of $323,422,777, representing 8.57% of the outstanding pool balance, 6.77% of the Loan Group 1 balance and 16.89% of the Loan Group 2 balance, in each case, as of the cut-off date, the respective debt service coverage ratio and/or the respective loan-to-value ratio for each such mortgage loan was calculated after subtracting out a certain amount, which amount reflects a performance reserve or letter of credit held by the lender, as specifically described below in ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in the definitions of ‘‘Cut-off Date Loan-to-Value Ratio,’’ ‘‘LTV Ratio at Maturity’’ and ‘‘Debt Service Coverage Ratio.’’ In the case of two mortgage loans with a principal balance as of the cut-off date of $63,000,000 and $7,200,000, representing 1.67% and 0.19%, respectively, of the outstanding pool balance and representing 2.03% of the Loan Group 1 balance in the case of the first mortgage loan and 1.08% of the Loan Group 2 balance in the case of the second mortgage loan as of the cut-off date, the mortgage loans are recourse to the related sponsor up to a specified amount until the related mortgaged property achieves a specified minimum debt service coverage ratio, as specifically described below in ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in the definition of ‘‘Debt Service Coverage Ratio.’’ With respect to these mortgage loans, the debt service coverage ratio shown throughout this prospectus supplement reflects the threshold at which the recourse guaranty will be released, not the actual debt service coverage ratio.

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TABLE OF CONTENTS


EXECUTIVE SUMMARY S-3
SUMMARY OF THE PROSPECTUS SUPPLEMENT S-7
RISK FACTORS S-43
Risks Related to the Mortgage Loans S-43
Conflicts of Interest S-74
Risks Related to the Offered Certificates S-80
TRANSACTION PARTIES S-86
The Sponsors S-86
German American Capital Corporation S-86
Barclays Capital Real Estate Inc. S-86
Bank of America, National Association S-88
General Electric Capital Corporation S-93
The Depositor S-98
The Issuing Entity S-99
The Master Servicer S-100
The Primary Servicer S-102
The Special Servicer S-105
LNR Partners, Inc., as Special Servicer S-105
CWCapital Asset Management LLC, as EZ Storage Portfolio Loan Special Servicer S-108
The Trustee S-111
Paying Agent, Certificate Registrar, Custodian and Authenticating Agent S-113
Certain Relationships and Related Transactions S-114
DESCRIPTION OF THE MORTGAGE
POOL
S-116
General S-116
Security for the Mortgage Loans S-117
Significant Mortgage Loans and Significant Obligors S-118
The Mortgage Loan Sellers S-118
Certain Underwriting Matters S-119
Split Loan Structures S-122
The Mall of America Loan Combination S-122
The EZ Storage Portfolio Loan Combination S-124
The First City Tower Loan Combination S-126
Rights of the Holder of the First City Tower B Loan S-126
The Fortress/Ryan’s Portfolio Loan Combination S-131
The Casual Male HQ Loan Combination S-134
Rights of the Holders of The Casual Male HQ B Loan S-134
Mezz Cap Loan Combinations S-136
The Sabre Office Centre Loan Combination S-137
The Summit Park Apartments Loan Combination S-137
The Shoppes at Savannah Loan Combination S-137
The 777 Sunrise Highway Loan Combination S-138
Rights of the Holders of the Mezz Cap B Loans S-138
ARD Loans S-141
Additional Loan Information S-141
Certain Terms and Conditions of the Mortgage Loans S-155
Changes in Mortgage Pool Characteristics S-169
DESCRIPTION OF THE OFFERED CERTIFICATES S-170
General S-170
Distributions S-174
Class A-AB Planned Principal Balance S-191
Prepayment Premiums and Yield Maintenance Charges S-191
Assumed Final Distribution Date; Rated Final Distribution Date S-193
Realized Losses S-193
Prepayment Interest Shortfalls S-195
Subordination S-196
Appraisal Reductions S-197
Delivery, Form and Denomination S-199
Book-Entry Registration S-201
Definitive Certificates S-202
YIELD AND MATURITY CONSIDERATIONS S-204
Yield Considerations S-204
Weighted Average Life S-206
Certain Price/Yield Tables S-216
THE POOLING AND SERVICING AGREEMENT S-222
General S-222
Servicing of the Mortgage Loans; Collection of Payments S-222
Advances S-223
Accounts S-229

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Enforcement of ‘‘Due-On-Sale’’ and ‘‘Due-On-Encumbrance’’ Clauses S-231
Inspections S-233
Insurance Policies S-233
Assignment of the Mortgage Loans S-236
Representations and Warranties; Repurchase; Substitution S-237
Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer S-243
Events of Default S-245
Rights Upon Event of Default S-247
Amendment S-248
Evidence of Compliance S-249
Voting Rights S-249
Sale of Defaulted Mortgage Loans S-249
Realization Upon Defaulted Mortgage Loans S-252
Modifications S-253
Optional Termination S-256
Servicing Compensation and Payment of Expenses S-257
Special Servicing S-258
Servicing of the Non-Serviced Mortgage Loan S-266
Master Servicer and Special Servicer Permitted to Buy Certificates S-266
Reports to Certificateholders; Available Information S-267
Other Information S-271
Exchange Act Filings S-271
USE OF PROCEEDS S-271
CERTAIN FEDERAL INCOME TAX CONSEQUENCES S-271
ERISA CONSIDERATIONS S-274
LEGAL INVESTMENT S-276
METHOD OF DISTRIBUTION S-276
LEGAL MATTERS S-278
RATINGS S-278
LEGAL ASPECTS OF MORTGAGE
LOANS
S-279
INDEX OF PRINCIPAL DEFINITIONS S-281
ANNEX A-1—CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS A-1-1
ANNEX A-2—CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED HOUSING MORTGAGE LOANS A-2-1
ANNEX A-3—CLASS A-AB PLANNED PRINCIPAL BALANCE A-3-1
ANNEX B—DESCRIPTION OF TOP TEN MORTGAGE LOANS B-1
ANNEX C—GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES C-1
ANNEX D—CASUAL MALE HQ MORTGAGE LOAN AMORTIZATION SCHEDULE D-1
ANNEX E—CLASS XP REFERENCE RATES E-1
ANNEX F—MORTGAGE LOANS WITH INTEREST DEPOSIT AMOUNTS F-1

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SUMMARY OF THE PROSPECTUS SUPPLEMENT

This summary highlights selected information from this prospectus supplement and does not include all of the relevant information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement.

Title of Certificates COMM 2006-C8 Commercial Mortgage Pass-Through Certificates.

RELEVANT PARTIES AND DATES

Issuing Entity The issuing entity is COMM 2006-C8 Mortgage Trust, a common law trust fund to be formed on the closing date under the laws of the State of New York pursuant to a pooling and servicing agreement by and among the depositor, the trustee, the master servicer and the special servicer. See ‘‘The Issuing Entity’’ in this prospectus supplement.
Depositor Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. Our principal offices are located at 60 Wall Street, New York, New York 10005. Our telephone number is (212) 250-2500. See ‘‘Transaction Parties—The Depositor’’ in this prospectus supplement and the prospectus.
Sponsors German American Capital Corporation, Barclays Capital Real Estate Inc., Bank of America, National Association and General Electric Capital Corporation each have acted as the sponsor with respect to the issuance of the certificates. The sponsors are the entities that will organize and initiate the issuance of the certificates by transferring or causing the transfer of the mortgage loans to the depositor. The depositor in turn will transfer the mortgage loans to the trust fund and the trust fund will issue the certificates. See ‘‘Transaction Parties—The Sponsors’’ in this prospectus supplement and ‘‘The Sponsor’’ in the prospectus.
Mortgage Loan Sellers German American Capital Corporation, a sponsor and an affiliate of Deutsche Bank Securities Inc., an underwriter, and Deutsche Mortgage & Asset Receiving Corporation, the depositor. Barclays Capital Real Estate Inc., a sponsor and an affiliate of Barclays Capital Inc., an underwriter. Bank of America, National Association, a sponsor, a primary servicer and an affiliate of Banc of America Securities LLC, an underwriter. General Electric Capital Corporation, a sponsor. See ‘‘Description of the Mortgage Pool—The Mortgage Loan Sellers’’ in this prospectus supplement.

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The mortgage loans were originated or purchased by the mortgage loan sellers (or an affiliate of such mortgage loan seller) as follows:

Mortgage Loan Seller Number of
Mortgage
Loans
Initial
Outstanding
Pool
Balance
% of
Cut-off
Date
Principal
Balance
% of
Initial
Loan
Group 1
Balance
% of
Initial
Loan
Group 2
Balance
German American Capital Corporation 52
$ 1,796,482,777
47.58
%
48.23
%
44.57
%
Barclays Capital Real Estate Inc. 38
$ 736,898,769
19.52
%
22.30
%
6.59
%
Bank of America, National Association 34
$ 674,920,679
17.88
%
18.59
%
14.58
%
General Electric Capital Corporation 49
$ 567,401,793
15.03
%
10.88
%
34.26
%
Originators Each mortgage loan seller or its affiliate originated the loans as to which it is acting as mortgage loan seller. No party other than German American Capital Corporation, Barclays Capital Real Estate Inc., Bank of America, National Association or General Electric Capital Corporation or their respective affiliates, originated more than 10% of the mortgage loans in the trust fund. See ‘‘Transaction Parties—The Sponsors’’ in this prospectus supplement.
Master Servicer Midland Loan Services, Inc., a Delaware corporation, will act as master servicer with respect to all of the mortgage loans (other than the mortgage loan known as the EZ Storage Portfolio loan, which will initially be master serviced by Bank of America, National Association pursuant to a separate pooling and servicing agreement described under ‘‘The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan—EZ Storage Portfolio Loan’’). See ‘‘Transaction Parties—The Master Servicer’’ in this prospectus supplement. The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary servicers, the applicable mortgage loans (other than the EZ Storage Portfolio loan): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a work-out. In addition, the master servicer will be the primary party responsible for making principal and interest advances and property advances under the pooling and servicing agreement with respect to the mortgage loans that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master

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servicer will be payable monthly on a loan-by-loan basis from amounts received in respect of interest on each mortgage loan (prior to application of such interest payments to make payments on the certificates), and will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1 of this prospectus supplement (net of the trustee fee rate) multiplied by the stated principal balance of the related mortgage loan. The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers. See ‘‘Transaction Parties—The Master Servicer’’ and ‘‘The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses’’ in this prospectus supplement. The party acting as master servicer with respect to the EZ Storage Portfolio loan will also be entitled to receive a primary servicing fee under the related pooling and servicing agreement, which fee is payable monthly from the EZ Storage Portfolio loan, prior to application of such interest to make payments on the certificates, at a rate of 0.03%. See ‘‘The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses’’ in this prospectus supplement.
Midland Loan Services, Inc.’s principal address is 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas 66210.
Primary Servicer Bank of America, National Association will serve as primary servicer with respect to certain mortgage loans sold to the depositor by Barclays Capital Real Estate Inc. and Bank of America, National Association. Bank of America, National Association is an affiliate of Banc of America Securities LLC, one of the underwriters. The principal servicing offices of Bank of America, National Association are located at 900 West Trade Street, Suite 650, NCI-026-06-01, Charlotte, North Carolina 28255. See ‘‘Transaction Parties—The Primary Servicer—Bank of America, National Association, as Primary Servicer’’ in this prospectus supplement.
Special Servicer LNR Partners, Inc., a Florida corporation, will be responsible for the servicing and administration of the specially serviced mortgage loans and REO properties (except with respect to the mortgage loan known as the EZ Storage Portfolio loan, which will be initially specially serviced by CWCapital Asset Management LLC, pursuant to a separate pooling and servicing agreement described under ‘‘The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan—The EZ Storage Portfolio Loan’’). See

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‘‘Transaction Parties—The Special Servicer’’ and ‘‘The Pooling and Servicing Agreement—Special Servicing’’ in this prospectus supplement. The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee. LNR Partners, Inc.’s address is 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139.
The special servicing fee will equal 0.35% per annum of the stated principal balance of the related specially serviced mortgage loan, and will be payable monthly, with a monthly minimum of $4,000 per specially serviced mortgage loan and REO property.
The workout fee will generally be payable with respect to each specially serviced mortgage loan which has become a ‘‘corrected mortgage loan’’ (which will occur (i) with respect to a specially serviced mortgage loan as to which there has been a payment default, when the borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced mortgage loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced mortgage loan cease to exist in the good faith judgment of the special servicer). The workout fee will be calculated by application of a workout fee rate of 1.00% to each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan for so long as it remains a corrected mortgage loan.
A liquidation fee will be payable with respect to each specially serviced mortgage loan as to which the special servicer obtains a full or discounted payoff with respect thereto from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described herein, with respect to any specially serviced mortgage loan or REO property as to which the special servicer receives any liquidation proceeds. The liquidation fee for each specially serviced mortgage loan will be payable from, and will be calculated by application of a liquidation fee rate of 1.00% to the related payment or proceeds. The special servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers.

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The foregoing compensation to the special servicer will be paid from the applicable distributions on the mortgage loans prior to application of such distributions to make payments on the certificates, and may result in shortfalls in payments to certificateholders. See ‘‘Transaction Parties—The Special Servicer’’ and ‘‘The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation’’ in this prospectus supplement. The party acting as special servicer with respect to the EZ Storage Portfolio loan will also be entitled to receive similar, though not identical, special servicing compensation under the related pooling and servicing agreement. See ‘‘The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation’’ in this prospectus supplement.
Trustee LaSalle Bank National Association, a national banking association. The trustee’s address is 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603. Following the transfer of the underlying mortgage loans into the trust, the trustee, on behalf of the trust, will become the holder of each mortgage loan transferred to the trust. The trustee will also have additional duties with respect to tax administration. In addition, subject to the terms of the pooling and servicing agreement the trustee will be primarily responsible for back-up advancing and providing certain reports to certificateholders. The fee of the trustee will be payable monthly from amounts received in respect of interest on each mortgage loan (prior to application of such interest payments to make payments on the certificates), and will be equal to 0.00054% per annum of the stated principal balance of the related mortgage loan. The trustee will also be entitled to receive income from investment of funds in certain accounts maintained on behalf of the trust. See ‘‘Transaction Parties—The Trustee’’ in this prospectus supplement.
Affiliates All the shares of capital stock of Deutsche Mortgage & Asset Receiving Corporation, which is the depositor, are held by DB U.S. Financial Markets Holding Corporation. German American Capital Corporation, which is one of the sponsors, is an affiliate of Deutsche Bank Securities, Inc., an underwriter, and the depositor. Barclays Capital Real Estate Inc., which is one of the sponsors, is an affiliate of Barclays Capital Inc., an underwriter. Bank of America, National Association, which is one of the sponsors and a primary servicer, is an affiliate of Banc of America Securities LLC, an underwriter.

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The Directing Holder With respect to each mortgage loan, other than a mortgage loan that is part of a split loan structure, the directing holder will be the controlling class representative. With respect to each mortgage loan that is part of a split loan structure, the directing holder will be as specified in the definition of ‘‘Directing Holder’’ as set forth in ‘‘The Pooling and Servicing Agreement—Special Servicing—The Directing Holder’’ in this prospectus supplement.
The Controlling Class
Representative
Generally, the controlling class certificateholder selected by more than 50% of the controlling class certificateholders, by certificate balance.
Underwriters Deutsche Bank Securities Inc., Banc of America Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated are the underwriters. Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, one of the sponsors, and of the depositor. Banc of America Securities LLC is an affiliate of Bank of America, National Association, one of the sponsors and a primary servicer. Barclays Capital Inc. is an affiliate of Barclays Capital Real Estate Inc., one of the sponsors. The underwriters are required to purchase the certificates offered in this prospectus supplement from the Depositor (in the amounts to be set forth under the heading ‘‘Method of Distribution’’ in the final prospectus supplement), subject to certain conditions.
Cut-off Date With respect to each mortgage loan, the later of December 1, 2006 and the date of origination of each loan.
Closing Date On or about December 21, 2006.
Distribution Date The 10th day of each month or, if such 10th day is not a business day, the business day immediately following such 10th day, beginning in January 2007.
Record Date With respect to any distribution date, the close of business on the last business day of the preceding month.
Determination Date The earlier of:
the sixth day of the month in which the related distribution date occurs, or if such sixth day is not a business day, then the immediately preceding business day, and

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the fourth business day prior to the related distribution date.
Collection Period With respect to any distribution date, the period that begins immediately following the determination date in the calendar month preceding the month in which that distribution date occurs (or, in the case of the initial distribution date, immediately following the cut-off date) and ends on the determination date in the calendar month in which that distribution date occurs.
Interest Accrual Period With respect to any distribution date, the calendar month immediately preceding the month in which the distribution date occurs. Calculations of interest due in respect of the certificates will be made on the basis of a 360-day year consisting of twelve 30-day months.

CERTIFICATES OFFERED

General The Depositor is offering hereby the following 16 classes of commercial mortgage pass-through certificates:
Class A-1
Class A-2A
Class A-2B
Class A-3
Class A-AB
Class A-4
Class A-1A
Class XP
Class A-M
Class A-J
Class B
Class C
Class D
Class E
Class F
Class G
The trust created by the depositor will consist of a total of 30 classes, the following 14 of which are not being offered through this prospectus supplement and the accompanying prospectus: Class XS, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R and Class LR.

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The certificates will represent beneficial ownership interests in the trust. The trust’s assets will primarily consist of 173 mortgage loans secured by first liens on 413 commercial, multifamily and manufactured housing community properties.
Certificate Balances Your certificates have the approximate aggregate initial certificate balance or notional balance set forth below, subject to a permitted variance of plus or minus 5%.

Class A-1 $52,500,000 principal balance
Class A-2A $100,000,000 principal balance
Class A-2B $366,000,000 principal balance
Class A-3 $244,500,000 principal balance
Class A-AB $92,500,000 principal balance
Class A-4 $1,118,212,000 principal balance
Class A-1A $669,280,000 principal balance
Class XP $3,698,510,000 notional balance
Class A-M $377,571,000 principal balance
Class A-J $302,056,000 principal balance
Class B $28,318,000 principal balance
Class C $42,476,000 principal balance
Class D $37,758,000 principal balance
Class E $23,598,000 principal balance
Class F $28,317,000 principal balance
Class G $51,916,000 principal balance
The certificates that are not offered in this prospectus supplement (other than the Class T, Class R and Class LR Certificates) will have the initial aggregate certificate balances or notional balance, as applicable, as set forth under ‘‘Executive Summary—The Certificates’’ in this prospectus supplement.
The Class X Certificates will not have principal balances or entitle their holders to distributions of principal. The Class X Certificates will, however, represent the right to receive distributions of interest accrued as described in this prospectus supplement on a notional balance. The notional balance of the Class XS Certificates will equal the aggregate certificate balances of the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, 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, Class P, Class Q and Class S Certificates outstanding from time to time. The total initial notional balance of the Class XS Certificates will be approximately $3,775,704,017, although it may be as much as 5.0% larger or smaller. The notional balance of the Class XP Certificates, for any distribution date, will equal the sum of the principal

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balances of one or more classes of principal balance certificates or designated components of those classes, and those classes and components and their principal balances will vary over time. The classes of certificates and designated components of those classes that will form part of the total notional balance of the Class XP Certificates for each distribution date are described under ‘‘Description of the Offered Certificates—General’’ in this prospectus supplement.
Pass-Through Rates The certificates will accrue interest at an annual rate called a pass-through rate which is set forth below:
The pass-through rates applicable to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B and Class C Certificates are fixed at 5.108%, 5.219%, 5.248%, 5.308%, 5.291%, 5.306%, 5.292%, 5.347%, 5.377%, 5.436% and 5.455%, respectively.
The pass-through rates applicable to the Class D, Class E, Class F, Class G, Class H, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates will, at all times, equal the lesser of (i) the weighted average net mortgage pass-through rate and (ii) (a) 5.495%, with respect to the Class D Certificates, (b) 5.515%, with respect to the Class E Certificates, (c) 5.535%, with respect to the Class F Certificates, (d) 5.594%, with respect to the Class G Certificates, (e) 5.772%, with respect to the Class H Certificates, and (f) 5.062%, with respect to the Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates.
The pass-through rate applicable to the Class J Certificates will, at all times, equal the weighted average net mortgage pass-through rate minus 0.0810%.
The pass-through rate applicable to the Class K Certificates will, at all times, equal the weighted average net mortgage pass-through rate.
The Class T, Class R and Class LR Certificates will not have pass-through rates. See ‘‘Description of the Offered Certificates—Distributions—Method, Timing and Amount’’ and ‘‘—Payment Priorities’’ in this prospectus supplement.
The pass-through rate applicable to the (i) Class XS Certificates for the initial distribution date will equal approximately 0.045% per annum and (ii) Class XP Certificates for the initial distribution date will equal approximately 0.505% per annum. The pass-through rate for the Class XS Certificates for

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any interest accrual period subsequent to the initial distribution date will equal the weighted average of the respective strip rates, which we refer to as Class XS strip rates, at which interest accrues from time to time on the respective components of the notional balance of the Class XS Certificates outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those components. Each of those components will be comprised of all or a designated portion of the certificate balance of one of the classes of certificates. In general, the certificate balance of certain classes of certificates will constitute a separate component of the notional balance of the Class XS Certificates; provided that, if a portion, but not all, of the certificate balance of any particular class of Certificates is identified under ‘‘Description of the Offered Certificates—General’’ in this prospectus supplement as being part of the notional balance of the Class XP Certificates immediately prior to any distribution date, then that identified portion of such certificate balance will represent one or more separate components of the notional balance of the Class XS Certificates for purposes of calculating the accrual of interest during the related interest accrual period, and the remaining portion of such certificate balance will also represent one or more other separate components of the Class XS Certificates for purposes of calculating the accrual of interest during the related interest accrual period.
For a more detailed discussion of the Class XS strip rates and the pass-through rate applicable to the Class XS Certificates, see ‘‘Description of the Certificates—Distributions’’ in this prospectus supplement. For purposes of the accrual of interest on the Class XS Certificates for each distribution date subsequent to the December 2013 distribution date the certificate balance of each class of certificates (other than the Class T, Class R, Class LR, Class XS and Class XP Certificates) will constitute one or more separate components of the notional balance of the Class XS Certificates, and the applicable Class XS strip rate with respect to each such component for each such interest accrual period will equal the excess, if any, of (a) the weighted average net mortgage rate for such interest accrual period, over (b) the pass-through rate in effect during such interest accrual period

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for the class of certificates corresponding to such component.
The pass-through rate for the Class XP Certificates for each distribution date subsequent to the initial distribution date and through and including the December 2013 distribution date will equal the weighted average of the respective strip rates, which we refer to as Class XP strip rates, at which interest accrues from time to time on the respective components of the notional balance of the Class XP Certificates outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those components. Each of those components will be comprised of all or a designated portion of the certificate balance of a specified class of certificates. If all or a designated portion of the certificate balance of any class of certificates is identified under ‘‘Description of the Offered Certificates—General’’ in this prospectus supplement as being part of the notional balance of the Class XP Certificates immediately prior to any distribution date, then that certificate balance (or designated portion thereof) will represent one or more separate components of the notional balance of the Class XP Certificates for purposes of calculating the accrual of interest during the related interest accrual period.
For a more detailed discussion of the Class XP strip rates and the pass-through rate applicable to the Class XP Certificates, see ‘‘Description of the Offered Certificates—Distributions’’ in this prospectus supplement.
Following the December 2013 distribution date, the Class XP Certificates will cease to accrue interest. In connection therewith, the Class XP Certificates will have a 0% pass-through rate for the January 2014 distribution date and for each distribution date thereafter.
Assumed Final Distribution Date;
Rated Final Distribution Date
The assumed final distribution dates of the offered certificates are set forth below. Such dates were calculated based on numerous assumptions as described herein under ‘‘Description of the Offered Certificates—Assumed Final Distribution Date; Rated Final Distribution Date.’’ Accordingly, in the event of defaults on the mortgage loans, the actual final distribution date for one or more classes of the offered certificates may be later, and could be substantially

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later, than the related assumed final distribution date(s).

Class Designation Assumed Final Distribution Date
Class A-1 September 10, 2011
Class A-2A September 10, 2011
Class A-2B January 10, 2012
Class A-3 December 10, 2013
Class A-AB February 10, 2016
Class A-4 December 10, 2016
Class A-1A December 10, 2016
Class XP N/A
Class A-M December 10, 2016
Class A-J December 10, 2016
Class B December 10, 2016
Class C December 10, 2016
Class D December 10, 2016
Class E December 10, 2016
Class F January 10, 2017
Class G January 10, 2017
     The ‘‘Rated Final Distribution Date’’ of the offered certificates will be December 10, 2046, the first distribution date after the 36th month following the end of the amortization term for the mortgage loan that, as of the cut-off date, will have the longest remaining amortization term.
Distributions On each distribution date, you will be entitled to receive interest and principal distributions from available funds in an amount equal to your certificate’s interest and principal entitlement, subject to:
(i) payment of the respective interest entitlement for any class of certificates bearing an earlier alphabetical designation (except in respect of the distribution of interest among the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XS and Class XP Certificates, which will have the same senior priority and except that distributions to the Class A-M and Class A-J Certificates will be paid after distributions to the foregoing classes with the Class A-M senior in right of payment to the Class A-J), and
(ii) if applicable, payment of the respective principal entitlement for such distribution date to outstanding classes of certificates having an earlier alphanumeric designation; provided, however, that the Class A-AB Certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal

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balance, as described in this prospectus supplement; and provided that the Class A-M and then Class A-J Certificates receive distributions in that order only after distributions are made to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates.
For purposes of making distributions to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of mortgage loans will be deemed to consist of two distinct groups: Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 129 mortgage loans, representing approximately 82.27% of the outstanding pool balance, Loan Group 2 will consist of 44 mortgage loans, representing approximately 17.73% of the outstanding pool balance. Loan Group 2 will include approximately 75.84% of all the mortgage loans secured by multifamily properties and approximately 32.28% of all the mortgage loans secured by manufactured housing properties. Annex A-1 to this prospectus supplement will set forth the Loan Group designation with respect to each of these mortgage loans.
The Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates will have priority to payments received in respect of mortgage loans included in Loan Group 1. The Class A-1A Certificates will have priority to payments received in respect of mortgage loans included in Loan Group 2. A description of the principal and interest entitlement of each class of certificates offered in this prospectus supplement for each distribution date can be found in ‘‘Description of the Offered Certificates—Distributions—Method, Timing and Amount,’’ ‘‘—Payment Priorities’’ and ‘‘—Distribution of Available Funds’’ in this prospectus supplement. The Class X certificates will not be entitled to any distributions of principal.
Prepayment Premiums;
Yield Maintenance Charges
Prepayment premiums and yield maintenance charges will be allocated as described in ‘‘Description of the Offered Certificates—Prepayment Premiums and Yield Maintenance Charges’’ in this prospectus supplement.
Prepayment and Yield
Considerations
The yield to investors will be sensitive to the timing of prepayments, repurchases or purchases of mortgage loans, and the magnitude of losses on the mortgage loans due to liquidations. The yield to maturity on each class of certificates offered in this prospectus supplement will be sensitive to the rate and timing of principal payments (including both voluntary and

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involuntary prepayments, defaults and liquidations) on the mortgage loans and payments with respect to repurchases thereof that are applied in reduction of the certificate balance of that class. See ‘‘Risk Factors —Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases’’ and ‘‘—Yield Considerations’’ and ‘‘Yield and Maturity Considerations’’ in this prospectus supplement and ‘‘Yield and Maturity Considerations’’ in the prospectus.
Subordination; Allocation of
Losses and Certain Expenses
The chart below describes the manner in which the rights of various classes will be senior to the rights of other classes. This subordination will be effected in two ways: entitlement to receive principal and interest on any distribution date is in descending order and loan losses are allocated in ascending order. (However, no principal payments or principal losses will be allocated to the Class XS or Class XP Certificates, although mortgage loan losses will reduce the notional balances of the Class XS or Class XP Certificates and, therefore, the amount of interest those classes accrue.)
Class A-1(2), Class A-2A(2), Class A-2B(2), Class A-3(2),
Class A-AB(1)(2), Class A-4(2), Class A-1A(2), Class XS(3)
and Class XP(3)
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
Class P
Class Q
Class S
(1) The Class A-AB Certificates have certain priority with respect to reducing the principal balance of those certificates to their planned principal balance, as described in this prospectus supplement.
(2) The Class A-1A Certificates have a priority entitlement to principal payments received in respect of mortgage loans included in Loan Group 2. The Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates have a priority entitlement to principal payments received in respect of mortgage loans included in Loan Group 1. See ‘‘Description of the Offered Certificates— Distributions—Method, Timing and Amount’’ in this prospectus supplement.
(3) The Class XS Certificates are not offered by this prospectus supplement, and the Class XS and the Class XP Certificates are not entitled to distributions of principal.

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No other form of credit enhancement will be available for the benefit of the holders of the certificates offered in this prospectus supplement.
In certain circumstances, shortfalls in mortgage loan interest that are the result of the timing of prepayments and that are in excess of the sum of (x) all or a portion of the servicing fee payable to the master servicer and (y) the amount of mortgage loan interest that accrues and is collected with respect to any principal prepayment that is made after the date on which interest is due will be allocated to, and be deemed distributed to, each class of certificates (other than the Class T, Class R and Class LR Certificates), pro rata, based upon amounts distributable in respect of interest to each class. See ‘‘Description of the Offered Certificates—Prepayment Interest Shortfalls’’ in this prospectus supplement.
Shortfalls in Available Funds The following types of shortfalls in available funds will be allocated in the same manner as mortgage loan losses:
shortfalls resulting from additional servicing compensation which the master servicer or the special servicer is entitled to receive;
shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by default interest and late payment fees paid by the related borrower);
shortfalls resulting from unanticipated expenses of the trust (including, but not limited to, expenses relating to environmental assessments, appraisals, any administrative or judicial proceeding, management of REO properties, maintenance of insurance policies, and permissible indemnification); and
shortfalls resulting from a reduction of a mortgage loan’s interest rate by a bankruptcy court or from other unanticipated or default-related expenses of the trust.

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THE MORTGAGE POOL

Characteristics of the Mortgage Pool
A. General For a more complete description of the mortgage loans, see the following sections in this prospectus supplement:
Description of the Mortgage Pool;
Annex A-1 (Certain Characteristics of the Mortgage Loans); and
Annex A-2 (Certain Characteristics of the Multifamily and Manufactured Housing Mortgage Loans).
All numerical information provided in this prospectus supplement with respect to the mortgage loans is approximate. All weighted average information regarding the mortgage loans reflects weighting of the mortgage loans by their respective principal balances as of the cut-off date.
When information with respect to mortgaged properties is expressed as a percentage of the outstanding pool balance, the Loan Group 1 balance or the Loan Group 2 balance, the percentages are based upon the outstanding principal balance as of the cut-off date of the related mortgage loan or allocated loan amount attributed to such mortgaged property.
The information contained in the footnotes to the chart below is applicable throughout this prospectus supplement, unless otherwise indicated.

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  All Mortgage
Loans
Loan Group 1 Loan Group 2
Number of Mortgage Loans 173 129 44
Number of Mortgaged Properties 413 357 56
Number of Balloon Mortgage Loans(1) 37 32 5
Number of Hyper-Amortizing Loans 1 1 0
Number of Fully Amortizing Mortgage Loans 0 0 0
Number of Interest-Only Mortgage Loans(2) 38 22 16
Number of Partial Interest-Only Mortgage Loans(3) 97 74 23
Aggregate Principal Balance $3,775,704,017 $3,106,423,677 $669,280,340
Range of Mortgage Loan Principal Balance      
Minimum Mortgage Loan Balance $1,347,736 $1,347,736 $2,500,000
Maximum Mortgage Loan Balance $345,000,000 $345,000,000 $64,800,000
Average Mortgage Loan Principal Balance $21,824,879 $24,080,804 $15,210,917
Range of Mortgage Rates      
Minimum Mortgage Rate 5.0368% 5.0368% 5.3210%
Maximum Mortgage Rate 7.0000% 7.0000% 6.4000%
Weighted Average Mortgage Rate 5.8931% 5.8855% 5.9285%
Range of Remaining Terms to Maturity      
Minimum Remaining Terms(4) 57 months 57 months 58 months
Maximum Remaining Terms(4) 130 months 130 months 121 months
Weighted Average Remaining Terms to Maturity(4) 107 months 107 months 104 months
Range of Remaining Amortization Term      
Minimum Remaining Amort Terms(5) 215 months 215 months 357 months
Maximum Remaining Amort Terms(5) 360 months 360 months 360 months
Weighted Average Remaining Amortization Term(5) 357 months 356 months 360 months
Range of Loan-to-Value Ratio      
Minimum Loan-to-Value Ratio(6)(7) 36.44% 36.44% 43.10%
Maximum Loan-to-Value Ratio(6)(7) 83.33% 83.33% 81.33%
Weighted Average Loan-to-Value Ratio(6)(7) 71.09% 70.66% 73.09%
Range of Debt Service Coverage Ratio      
Minimum Debt Service Coverage Ratio(6)(7) 1.00x 1.00x 1.01x
Maximum Debt Service Coverage Ratio(6)(7) 2.88x 2.88x 1.86x
Weighted Average Debt Service Coverage Ratio(6)(7) 1.40x 1.44x 1.25x
(1) Does not include interest-only mortgage loans or partial interest-only mortgage loans.
(2) Thirty eight mortgage loans, representing 48.19% of the outstanding pool balance, 47.53% of the Loan Group 1 balance and 51.24% of the Loan Group 2 balance, in each case, as of the cut-off date, pay interest-only until the maturity date. Annual debt service, monthly debt service and the debt service coverage ratios are calculated using the interest payments for the first twelve payment periods.
(3) The interest-only period for all of these mortgage loans ranges from 9 to 84 months following the cut-off date.
(4) Calculated with respect to the anticipated repayment date for one mortgage loan, representing 0.08% of the outstanding pool balance and 0.10% of the outstanding Loan Group 1 balance as of the cut-off date.
(5) Excludes 38 mortgage loans, each of which pays interest-only until its maturity date.
(6) In the case of three mortgage loans representing 14.82% of the outstanding pool balance as of the cut-off date, each with one or more companion loans that are not included in the trust, DSCR and LTV ratio have been calculated based on the mortgage loans included in the trust and the mortgage loans that are not included in the trust but are pari passu in right of payment with the mortgage loans included in the trust without regard to any related subordinated companion loans or additional subordinate indebtedness that may be incurred by the related borrower.
(7) In the case of 18 mortgage loans with an aggregate principal balance as of the cut-off date of $323,422,777, representing 8.57% of the outstanding pool balance, 6.77% of the Loan Group 1 balance and 16.89% of the Loan Group 2 balance, in each case, as of the cut-off date, the respective debt service coverage ratio and/or the respective loan-to-value ratio for each such mortgage loan was calculated after subtracting out a certain amount, which amount reflects a performance reserve or letter of credit held by the lender, as specifically described below in ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in the definitions of ‘‘Cut-off

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Date Loan-to-Value Ratio,’’ ‘‘LTV Ratio at Maturity’’ and ‘‘Debt Service Coverage Ratio.’’ In the case of two mortgage loans with a principal balance as of the cut-off date of $63,000,000 and $7,200,000, respectively, representing 1.67% and 0.19%, respectively, of the outstanding pool balance and 2.03% and 1.08%, respectively, of the Loan Group 1 and Loan Group 2 balances as of the cut-off date, the mortgage loan is recourse to the related sponsor up to a specified amount until the related mortgaged property achieves a specified minimum debt service coverage ratio (and the satisfaction of other conditions), as specifically described below in ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in the definition of ‘‘Debt Service Coverage Ratio.’’ In the case of 12 mortgage loans with an aggregate principal balance as of the cut- off date of $683,180,160, representing 18.09% of the outstanding pool balance, 21.52% of the Loan Group 1 balance and 2.20% of the Loan Group 2 balance, in each case, as of the cut-off date, the appraised value used to calculate the loan-to-value ratio with respect to the related mortgage loan is a stabilized value. See ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ below.
B.    Split Loan Structures The mortgaged properties securing the mortgage loans known as the Mall of America loan, the EZ Storage Portfolio loan, the First City Tower loan, the Fortress/Ryan’s Portfolio loan, the Casual Male HQ loan, the Sabre Office Center loan, the Summit Park Apartments loan, the Shoppes at Savannah loan and the 777 Sunrise Highway loan also secure companion loans that are not included in the mortgage pool.
The mortgage loan known as the ‘‘Mall of America’’ loan, representing 9.14% of the outstanding pool balance and 11.11% of the Loan Group 1 balance as of the cut-off date and with an outstanding principal balance as of the cut-off date of $345,000,000, is secured by a mortgaged property that also secures two other pari passu companion loans that are not included in the trust. The Mall of America companion loans are pari passu in right of payment with the Mall of America loan. The Mall of America companion loans, having a cut-off date principal balance of $205,000,000 and $205,000,000, respectively, are each currently held by German American Capital Corporation, one of the mortgage loan sellers and may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). The pooling and servicing agreement will govern the servicing of the Mall of America loan and its corresponding pari passu companion loans. For additional information regarding the Mall of America loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Mall of America Loan Combination’’ in this prospectus supplement and ‘‘The Mall of America Loan’’ in Annex B to this prospectus supplement.
The mortgage loan known as the ‘‘EZ Storage Portfolio’’ loan, representing 3.97% of the outstanding pool balance and 4.83% of the Loan Group 1 balance as of the cut-off date and with an outstanding principal balance as of the cut-off date of $150,000,000, is secured by mortgaged properties that also secure one other pari passu companion loan that is not included in the trust. The EZ Storage Portfolio companion loan

S-24




is pari passu in right of payment with the EZ Storage Portfolio loan. The EZ Storage Portfolio companion loan, having a cut-off date principal balance of $150,000,000, was deposited into the trust created in connection with the issuance of the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6. The EZ Storage Portfolio loan and the EZ Storage Portfolio companion loan are being serviced and administered by Bank of America, National Association, as master servicer, and by CWCapital Asset Management LLC, as special servicer, pursuant to a separate pooling and servicing agreement entered into in connection with the issuance of the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6. For additional information regarding the EZ Storage Portfolio loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The EZ Storage Portfolio Loan Combination’’ in this prospectus supplement and ‘‘The EZ Storage Portfolio Loan’’ in Annex B to this prospectus supplement.
The mortgage loan known as the ‘‘First City Tower’’ loan, representing, approximately 2.46% of the outstanding pool balance and 2.99% of the Loan Group 1 balance as of the cut-off date, is comprised of a senior loan and a subordinate loan, which subordinate companion loan has an outstanding principal balance of $3,208,742 and provides for additional future advances up to a maximum aggregate amount (inclusive of the currently outstanding balance) equal to $17,000,000. The subordinate companion loan (and any such future advances) will be subordinate to the senior loan. The outstanding principal balance of the First City Tower loan as of the cut-off date is $93,000,000.
The First City Tower subordinate companion loan is currently held by BCRE.
The holder of the First City Tower subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan Combination—Rights of the Holder of The First City Tower B Loan.’’ The pooling and servicing agreement will govern the servicing of the First City Tower loan and its corresponding subordinate companion loan. For additional information regarding the First City Tower loan, see ‘‘Description of the Mortgage Pool— Split Loan Structures—The First City Tower Loan Combination’’ in this prospectus supplement and ‘‘The

S-25




First City Tower Loan’’ in Annex B to this prospectus supplement
The mortgage loan known as the ‘‘Fortress/Ryan’s Portfolio’’ loan, representing 1.71% of the outstanding pool balance and 2.08% of the Loan Group 1 balance as of the cut-off date and with an outstanding principal balance as of the cut-off date of $64,515,000, is secured by a mortgaged property that also secures one other pari passu companion loan that is not included in the trust. The Fortress/Ryan’s Portfolio companion loan is pari passu in right of payment with the Fortress/Ryan’s Portfolio loan. The Fortress/Ryan’s Portfolio companion loan, having a cut-off date principal balance of $61,985,000, will be deposited into the COBALT CMBS Commercial Mortgage Trust 2006-C1 commercial mortgage securitization. The pooling and servicing agreement will govern the servicing of the Fortress/Ryan’s Portfolio loan and its corresponding pari passu companion loan. For additional information regarding the Fortress/Ryan’s Portfolio loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Fortress/Ryan’s Portfolio Loan Combination’’ in this prospectus supplement.
The mortgage loan known as the ‘‘Casual Male HQ’’ loan, representing, approximately 0.84% of the outstanding pool balance and 1.02% of the Loan Group 1 balance as of the cut-off date, is secured by a mortgaged property that also secures a subordinate companion loan that is not included in the trust. The outstanding principal balance of the Casual Male HQ loan as of the cut-off date is $31,682,429 and the outstanding principal balance of the related subordinate companion loan as of the cut-off date is $10,643,316.
The Casual Male HQ subordinate companion loan is currently held by Bank of America, National Association, but may be sold at any time.
The holder of the Casual Male HQ subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Casual Male HQ B Loan.’’ The pooling and servicing agreement will govern the servicing of the Casual Male HQ loan and its corresponding subordinate companion loan. For additional information regarding the Casual Male HQ loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Casual Male HQ Loan Combination’’ in this prospectus supplement.

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The mortgage loan known as the ‘‘Sabre Office Centre’’ loan, representing, approximately 0.46% of the outstanding pool balance and 0.55% of the Loan Group 1 balance as of the cut-off date, is secured by a mortgaged property that also secures a subordinate companion loan that is not included in the trust. The outstanding principal balance of the Sabre Office Centre loan as of the cut-off date is $17,200,000 and the outstanding principal balance of the related subordinate companion loan as of the cut-off date is $1,075,000.
The Sabre Office Centre subordinate companion loan is currently held by CBA-Mezzanine Capital Finance, LLC.
The holder of the Sabre Office Centre subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holders of the Mezz Cap B Loans.’’ The pooling and servicing agreement will govern the servicing of the Sabre Office Centre loan and its corresponding subordinate companion loan. For additional information regarding the Sabre Office Centre loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Sabre Office Centre Loan Combination’’ in this prospectus supplement.
The mortgage loan known as the ‘‘Summit Park Apartments’’ loan, representing, approximately 0.26% of the outstanding pool balance and 1.49% of the Loan Group 2 balance as of the cut-off date, is secured by a mortgaged property that also secures a subordinate companion loan that is not included in the trust. The outstanding principal balance of the Summit Park Apartments loan as of the cut-off date is $10,000,000 and the outstanding principal balance of the related subordinate companion loan as of the cut-off date is $300,000.
The Summit Park Apartments subordinate companion loan is currently held by CBA-Mezzanine Capital Finance, LLC.
The holder of the Summit Park Apartments subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool— Split Loan Structures—Rights of the Holders of the Mezz Cap B Loans.’’ The pooling and servicing agreement will govern the servicing of the Summit Park Apartments loan and its corresponding subordinate companion loan. For additional information regarding the Summit Park Apartments loan, see ‘‘Description of the Mortgage Pool—Split

S-27




Loan Structures—The Summit Park Apartments Loan Combination’’ in this prospectus supplement.
The mortgage loan known as the ‘‘Shoppes at Savannah’’ loan, representing, approximately 0.25% of the outstanding pool balance and 0.31% of the Loan Group 1 balance as of the cut-off date, is secured by a mortgaged property that also secures a subordinate companion loan that is not included in the trust. The outstanding principal balance of the Shoppes at Savannah loan as of the cut-off date is $9,600,000 and the outstanding principal balance of the related subordinate companion loan as of the cut-off date is $600,000.
The Shoppes at Savannah subordinate companion loan is currently held by CBA-Mezzanine Capital Finance, LLC.
The holder of the Shoppes at Savannah subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holders of the Mezz Cap B Loans.’’ The pooling and servicing agreement will govern the servicing of the Shoppes at Savannah loan and its corresponding subordinate companion loan. For additional information regarding the Shoppes at Savannah loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Shoppes at Savannah Loan Combination’’ in this prospectus supplement.
The mortgage loan known as the ‘‘777 Sunrise Highway’’ loan, representing, approximately 0.11% of the outstanding pool balance and 0.14% of the Loan Group 1 balance as of the cut-off date, is secured by a mortgaged property that also secures a subordinate companion loan that is not included in the trust. The outstanding principal balance of the 777 Sunrise Highway loan as of the cut-off date is $4,200,000 and the outstanding principal balance of the related subordinate companion loan as of the cut-off date is $250,000.
The 777 Sunrise Highway subordinate companion loan is currently held by CBA-Mezzanine Capital Finance, LLC.
The holder of the 777 Sunrise Highway subordinate companion loan has certain rights with respect to the senior loan included in the trust as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Mezz Cap B Loans.’’ The pooling and servicing agreement will

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govern the servicing of the 777 Sunrise Highway loan and its corresponding subordinate companion loan. For additional information regarding the 777 Sunrise Highway loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The 777 Sunrise Highway Loan Combination’’ in this prospectus supplement.
Each of the mortgage loans described in this section ‘‘—Split Loan Structures’’ has one or more companion loans. None of the companion loans will be included in the mortgage pool.
C. Nonrecourse Substantially all of the mortgage loans are or should be considered nonrecourse obligations. No mortgage loan will be insured or guaranteed by any governmental entity or private insurer, or by any other person.
D. Fee Simple/Leasehold Estate Each mortgage loan is secured by, among other things, a first mortgage lien on the fee simple estate in an income-producing real property (or in the case of 28 mortgaged properties, securing mortgage loans which represent 9.56% of the outstanding pool balance and 11.03% of the Loan Group 1 balance and 2.75% of the Loan Group 2 balance as of the cut-off date, either (a) a leasehold estate in a portion of the mortgaged property and a fee estate in a portion of the mortgaged property or (b) a leasehold (or subleasehold) estate in the mortgaged property and no mortgage on the related fee estate), as set forth below:

Interest of Borrower Encumbered No. of
Mortgaged
Properties
% of Initial
Pool Balance(1)
% of Initial
Loan Group 1
Balance(1)
% of Initial
Loan Group 2
Balance(1)
Fee Simple Estate(2) 385
90.44
%
88.97
%
97.25
%
Leasehold Estate 26
7.09
8.03
2.75
Partial Fee/Partial Leasehold Estate 2
2.47
3.00
Total 413
100.00
%
100.00
%
100.00
%
(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised values or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2) Includes mortgage loans secured by the borrower’s leasehold interest in the mortgaged property along with the corresponding fee interest of the ground lessor in such mortgaged property.

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E. Property Purpose The number of mortgaged properties, and the approximate percentage of the outstanding pool balance (as well as the approximate percentage of the applicable Loan Group balance) as of the cut-off date of the mortgage loans secured thereby, for each indicated purpose are:

Property Type No. of
Mortgaged
Properties
Aggregate
Principal
Balance of
the Mortgage
Loans(1)
% of
Initial
Pool
Balance(1)
% of
Initial
Loan
Group 1
Balance(1)
% of
Initial
Loan
Group 2
Balance(1)
Retail 170
$ 1,084,698,809
28.73
%
34.92
%
0.00
%
Anchored 30
908,401,809
24.06
29.24
0.00
Unanchored 9
106,932,000
2.83
3.44
0.00
Restaurant 131
69,365,000
1.84
2.23
0.00
Office 32
834,688,753
22.11
26.87
0.00
Multifamily 63
794,604,656
21.05
6.18
90.04
Hotel 25
418,122,033
11.07
13.46
0.00
Self Storage 80
289,204,000
7.66
9.31
0.00
Manufactured Housing 30
206,586,032
5.47
4.50
9.96
Industrial 10
131,963,263
3.50
4.25
0.00
Mixed Use 2
12,636,471
0.33
0.41
0.00
Land 1
3,200,000
0.08
0.10
0.00
Total 413
$ 3,775,704,017
100.00
%
100.00
%
100.00
%
(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
F. Property Locations The tables below show the number of mortgaged properties, aggregate principal balance of the related mortgage loans, and percentage of initial pool balance, Loan Group 1 balance and Loan Group 2 balance, as applicable, secured by mortgaged properties that are located in the top five jurisdictions of (i) the outstanding pool balance, (ii) Loan Group 1 balance and (iii) Loan Group 2 balance, respectively, in each case, as of the cut-off date:

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All Mortgaged Properties(1)

State No. of
Mortgaged
Properties
Aggregate
Principal
Balance
of the
Mortgage
Loans
% of Initial
Pool Balance
Texas 28
$ 505,648,753
13.39
%
Minnesota 14
414,874,677
10.99
New York 41
403,361,000
10.68
California 31
341,593,388
9.05
Florida 23
291,617,866
7.72
Other(2) 276
1,818,608,334
48.17
Total 413
$ 3,775,704,017
100.00
%
(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2) This reference consists of 37 states and the District of Columbia.
Loan Group 1(1)

State No. of
Mortgaged
Properties
Aggregate
Principal
Balance
of the
Mortgage
Loans
% of Initial
Loan Group 1
Balance
Texas 23
$ 467,979,494
15.06
%
Minnesota 14
414,874,677
13.36
New York 27
337,861,000
10.88
California 26
291,703,009
9.39
Florida 15
126,517,866
4.07
Other(2) 252
1,467,487,631
47.24
Total 357
$ 3,106,423,677
100.00
%
(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2) This reference consists of 36 states and the District of Columbia.

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Loan Group 2(1)

State No. of
Mortgaged
Properties
Aggregate
Principal
Balance
of the
Mortgage
Loans
% of Initial
Loan Group 2
Balance
Florida 8
$ 165,100,000
24.67
%
New York 14
65,500,000
9.79
Georgia 4
55,678,000
8.32
Oklahoma 2
55,575,000
8.30
California 5
49,890,379
7.45
Other(2) 23
277,536,962
41.47
Total 56
$ 669,280,340
100.00
%
(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (which amounts, if not specified in the related mortgage loan documents, are based on the appraised value or square footage of each mortgaged property and/or each mortgaged property’s underwritten net cash flow).
(2) This reference consists of 14 states.
See ‘‘Description of the Mortgage Pool—Additional Loan Information’’ in this prospectus supplement.
G. Amortization Types The mortgage loans have the amortization characteristics set forth in the following table:

Type of Amortization No. of
Mortgage
Loans
Aggregate
Principal
Balance
of the
Mortgage
Loans
% of
Initial
Pool
Balance
Interest Only 38
$ 1,819,455,674
48.19
%
Partial Interest Only Balloon(1) 97
1,654,015,000
43.81
Balloon(2) 37
299,233,343
7.93
Partial Interest Only Hyper-Amortization 1
3,000,000
0.08
Total 173
$ 3,775,704,017
100.00
%
(1) Includes 97 mortgage loans representing approximately 43.81% of the outstanding pool balance, 43.88% of the Loan Group 1 balance and 43.48% of the Loan Group 2 balance as of the cut-off date that pay interest-only for the first 9 to 84 scheduled payments from the cut-off date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the mortgage loan. Such mortgage loans therefore have an expected balloon balance at the maturity date.
(2) Does not include interest-only for the loan term or partial interest-only mortgage loans.
H. Voluntary Prepayment
Provisions; Defeasance Loans
All of the mortgage loans that permit defeasance prohibit defeasance until at least two years after the closing date. All of the other mortgage loans (other

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than the mortgage loans known as the ‘‘EZ Storage Portfolio Loan’’, the ‘‘Vestin Corporate Center Loan’’ and the ‘‘Carlson Radisson Lord Baltimore Loan’’) prohibit prepayment until at least two years after the related loan closing date. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ and ‘‘—Property Releases’’ in this prospectus supplement.
One mortgage loan known as the ‘‘EZ Storage Portfolio Loan,’’ representing 3.97% of the outstanding pool balance and 4.83% of the initial loan group 1 balance, in each case as of the cut-off date, permits the first $7,500,000 of such mortgage loan to be voluntarily prepayable without any requirement to pay a prepayment premium or yield maintenance charge. Such voluntary prepayments may occur at any time if in connection with a property release, and after the expiration of the lockout period if not in connection with a property release.
One hundred forty-seven of the mortgage loans representing 84.01% of the outstanding pool balance, 86.01% of the initial loan group 1 balance and 74.76% of the initial loan group 2 balance, in each case as of the cut-off date, permit defeasance following a lock-out period of at least two years from the closing date.
One mortgage loan, representing 0.74% of the outstanding pool balance and 0.90% of the initial loan group 1 balance, permits, at the borrower’s option, defeasance or prepayment with a yield maintenance charge in each case following a lock-out period of at least two years from the closing date.
One mortgage loan, representing 0.58% of the outstanding pool balance and 0.71% of the initial loan group 1 balance, permits, as of January 2, 2007, prepayment with a yield maintenance charge and, commencing two years after the closing date, permits, at the borrower’s option, defeasance or prepayment with a yield maintenance charge.
26 of the mortgage loans, which include the two mortgage loans listed in the prior two sentences, representing 15.99% of the outstanding pool balance, 13.99% of the initial loan group 1 balance and 25.24% of the initial loan group 2 balance permit prepayment with a yield maintenance charge or prepayment premium (which amount is at least 1% of the prepaid amount), in most cases, following a lock-out period of at least two years from the closing date. With respect to the mortgage loans listed in the table below,

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prepayment with a yield maintenance charge is either currently permitted or permitted following a lock-out period of less than two years from the closing date:

Mortgage Loan Cut-off Date
Principal
Balance
% of
Initial
Pool
Balance
Lock-Out
Period
(months
from
Closing
Date)
Scottsdale 101 $ 70,000,000
1.85
%
21
Carlson Radisson Lord Baltimore $ 27,000,000
0.72
%
12
The Park at Spanish Ridge $ 26,000,000
0.69
%
23
City Place II $ 25,000,000
0.66
%
23
Northpoint Business Center $ 22,000,000
0.58
%
0
Colony Woods $ 17,100,000
0.45
%
18
Arcadia Park Apartments $ 13,600,000
0.36
%
11
Vestin Corporate Center $ 9,100,000
0.24
%
0
East Wintonbury Apartments $ 7,500,000
0.20
%
23
Radisson Dallas North $ 7,000,000
0.19
%
12
Fairways Apartments $ 6,400,000
0.17
%
23
Murray Hill Office Center $ 5,600,000
0.15
%
0
PETsMART Store $ 3,000,000
0.08
%
23
The mortgage loans generally provide for a period prior to maturity (generally 1 to 6 months, but longer in certain cases) during which prepayments may be made without penalty or yield maintenance charge.
All of the mortgage loans that permit voluntary prepayments or defeasances require that the prepayment or defeasance be made on the due date or, if on a different date, that any prepayment or defeasance be accompanied by the interest that would be due on the next due date.
I. Mortgage Loans with
Related Borrowers
Several mortgage loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 4.18%, 3.39% and 3.04%, respectively, of the outstanding pool balance. The three largest of these groups represent 5.09% and 4.13% of the Group 1 Balance and 17.13% of the Group 2 balance, respectively. See Annex A-1 for additional information.

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J. Significant Loans

Ten Largest Mortgage Loans


Property Name Aggregate
Cut-off Date
Balance
% of
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (mos)
DSCR(1)(2) LTV(1)(2) LTV at
Maturity(1)(2)
Mall of America $ 345,000,000
9.14
%
5.7990
%
120
1.43x 75.50
%
75.50
%
Four Allen Center 240,000,000
6.36
5.7700
%
82
1.30x 80.00
%
80.00
%
EZ Storage Portfolio 150,000,000
3.97
5.6471
%(3)
120
1.33x 82.69
%
82.69
%
JQH Hotel Portfolio 125,000,000
3.31
6.3900
%
119
1.39x 65.21
%
57.15
%
Manhattan Office Portfolio 106,000,000
2.81
5.5902
%(4)
(5
)
1.19x 80.37
%
77.17
%
First City Tower 93,000,000
2.46
6.1300
%
116
2.39x 43.26
%
43.26
%
Victoria Ward Industrial, Gateway & Village 88,500,000
2.34
5.6120
%
58
1.25x 67.30
%
67.30
%
Sierra Vista Mall 77,777,777
2.06
5.8000
%
120
1.37x 76.11
%
76.11
%
Morgan Resort Portfolio 75,500,000
2.00
6.5800
%
57
1.25x 69.25
%
66.17
%
Scottsdale 101 70,000,000
1.85
5.6500
%
118
1.84x 58.82
%
58.82
%
Total/Wtd. Avg. $ 1,370,777,777
36.31
%
5.8609
%
103
1.44x 72.63
%
71.48
%
(1) For information regarding the calculations of DSCR, LTV and LTV at Maturity, see ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in this prospectus supplement.
(2) In the case of three mortgage loans representing 14.82% of the outstanding pool balance as of the cut-off date, each with one or more companion loans that are not included in the trust, DSCR and LTV ratio have been calculated based on the mortgage loans included in the trust and the mortgage loans that are not included in the trust but are pari passu in right of payment with the mortgage loans included in the trust without regard to any related subordinated companion loans or additional subordinate indebtedness that may be incurred by the related borrower.
(3) Mortgage Rate rounded to four decimal places.
(4) Represents the weighted average of the Mortgage Rate rounded to 4 decimal places, calculated based on 5.5060% for the $60,000,000 369 Lexington Avenue loan and 5.7000% for the $46,000,000 2 West 46th Street loan.
(5) The Manhattan Office Portfolio loan consists of two crossed loans, the 369 Lexington Avenue loan and the 2 West 46th Street loan, which have stated remaining terms of 121 months and 61 months, respectively.
     With respect to each of the above mortgage loans, additional information is set forth on Annex B hereto.
Advances
A. General The master servicer is required to advance delinquent monthly mortgage loan payments if the master servicer determines that the advance will be recoverable from proceeds of the related mortgage loan. A principal and interest advance will generally equal the delinquent portion of the monthly mortgage loan payment. The master servicer will not be required to advance interest in excess of a mortgage loan’s regular interest rate (i.e., not including any default rate or any excess interest accruing on an anticipated repayment date loan). The master servicer is also not required to advance, among other things, prepayment premiums or yield maintenance charges, or balloon payments. If an advance is made, the applicable master servicer will defer (rather than advance) its servicing fees, but will advance the trustee’s fees. Neither the master servicer nor the trustee will be

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required to make a principal and interest advance on any companion loan. In addition, neither the master servicer nor the trustee will make an advance if the special servicer determines that such advance is not recoverable from proceeds of the related mortgage loan.
If a borrower fails to pay amounts due on the maturity date of the related mortgage loan, the master servicer will be required on and after such date and until final liquidation thereof, to advance only an amount equal to the interest (at the mortgage loan’s regular interest rate, as described above) and principal portion of the constant mortgage loan payment due immediately prior to the maturity date, subject to a recoverability determination.
In addition to principal and interest advances, the master servicer will also be obligated (subject to the limitations described in this prospectus supplement and except with respect to the EZ Storage Portfolio loan) to make advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related mortgage, enforce the terms of any mortgage loan or to protect, manage and maintain each related mortgaged property. In addition, the special servicer may under certain circumstances make property advances on an emergency basis with respect to the mortgage loans that have been transferred to special servicing. The master servicer will also be required to make property advances with respect to the mortgaged properties securing the Mall of America loan combination, the First City Tower loan combination, the Fortress/Ryan’s Portfolio loan combination, the Casual Male HQ loan combination, the Sabre Office Center loan combination, the Summit Park Apartments loan combination, the Shoppes at Savannah loan combination and the 777 Sunrise Highway loan combination (each of which includes a loan that is included in the trust and one related subordinate companion loan that is not included in the trust).
The servicer under the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 commercial mortgage securitization will be obligated to make property advances with respect to the EZ Storage Portfolio loan combination (which includes the EZ Storage Portfolio loan that is included in the trust and the EZ Storage Portfolio pari passu companion loan which is not

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included in the trust) in accordance with the terms of the related pooling and servicing agreement.
If the master servicer fails to make any required advance, the trustee will be required to make the advance. The obligation of the master servicer and the trustee to make an advance will also be subject to a determination of recoverability. The trustee will be entitled to conclusively rely on the determination of recoverability made by the master servicer or the special servicer.
Principal and interest advances are intended to maintain a regular flow of scheduled interest and principal payments to the certificateholders and are not intended to guarantee or insure against losses. Advances which cannot be reimbursed out of collections on, or in respect of, the related mortgage loans will be generally reimbursed directly from any other collections on the mortgage loans as provided in this prospectus supplement and thus will cause losses to be borne by certificateholders in the priority specified in this prospectus supplement. The master servicer, the special servicer and the trustee will be entitled to interest on any advances made.
This interest will accrue at the rate and is payable under the circumstances described in this prospectus supplement. Interest accrued on outstanding advances may result in reductions in amounts otherwise available for payment on the certificates.
See ‘‘The Pooling and Servicing Agreement— Advances’’ in this prospectus supplement.
B. Appraisal Reduction Event Certain adverse events affecting a mortgage loan, called appraisal reduction events, will require the special servicer to obtain a new appraisal (or, with respect to mortgage loans having a principal balance under $2,000,000, at the special servicer’s option, an estimate of value prepared by the special servicer or with the consent of the directing holder (which is generally (except with respect to any loan that is part of a split loan structure) the holder of the majority interest of the most subordinate class then outstanding), an appraisal on the related mortgaged property (except with respect to the mortgaged property securing the EZ Storage Portfolio loan)). Based on the estimate of value or appraised value in such appraisal, as applicable, it may be necessary to calculate an appraisal reduction amount. The amount required to be advanced in respect of a mortgage loan that has been subject to an appraisal reduction event will be reduced so that the master servicer will not be

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required to advance interest in the same proportion that the appraisal reduction amount bears to the principal balance of the mortgage loan, net of related advances of principal. Due to the payment priorities described above, this will reduce the funds available to pay interest on the most subordinate class or classes of certificates then outstanding.
The EZ Storage Portfolio loan is subject to provisions in the pooling and servicing agreement under which it is serviced relating to appraisal reductions that are substantially similar but not identical to the provisions set forth above. The existence of an appraisal reduction in respect of the EZ Storage Portfolio loan will proportionately reduce the master servicer’s or the trustee’s, as the case may be, obligation to make principal and interest advances on such mortgage loan.

ADDITIONAL CONSIDERATIONS

See ‘‘Description of the Offered Certificates— Appraisal Reductions’’ in this prospectus supplement.
Optional Termination On any distribution date on which the remaining aggregate principal balance of the mortgage loans is less than 1% of the outstanding pool balance as of the cut-off date, each of (i) the special servicer, (ii) the holder of the majority interest of the most subordinate class then outstanding or (iii) the master servicer, in that order, may exercise an option to purchase all of the mortgage loans (and all property acquired through the exercise of remedies in respect of any mortgage loan). Exercise of this option will effect the termination of the trust and retirement of the then outstanding certificates. The trust could also be terminated in connection with an exchange by a sole remaining certificateholder of all the then outstanding certificates (including the Class XS and Class XP Certificates), excluding the Class T, Class R and Class LR Certificates (provided, however, that the Class A-1 through Class G Certificates are no longer outstanding) for the mortgage loans remaining in the trust.
See ‘‘The Pooling and Servicing Agreement— Optional Termination’’ in this prospectus supplement and ‘‘Description of the Offered Certificates—Termination’’ in the prospectus.
Repurchase Obligation Each mortgage loan seller will make certain representations and warranties with respect to the mortgage loans sold by such mortgage loan seller, as described herein under ‘‘The Pooling and Servicing

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Agreement—Representations and Warranties; Repurchase; Substitution.’’ If a mortgage loan seller has been notified of a material breach of any of its representations and warranties or a material default in the documentation of any mortgage loan, then that mortgage loan seller or an affiliate will be required to either cure the breach, repurchase the affected mortgage loan from the trust fund or substitute the affected mortgage loan with another mortgage loan. If the related mortgage loan seller opts to repurchase the affected mortgage loan, the repurchase would have the same effect on the offered certificates as a prepayment in full of the affected mortgage loan, except that the repurchase will not be accompanied by any prepayment premium or yield maintenance charge.
Sale of Defaulted Loans Pursuant to the pooling and servicing agreement, each of the controlling class representative and the special servicer has the option to purchase from the trust any defaulted mortgage loan that is at least 60 days delinquent as to any monthly debt service payment or is at least 30 days delinquent in respect of its balloon payment. In addition, certain of the mortgage loans are subject to a purchase option upon certain events of default in favor of a subordinate lender or a mezzanine lender. For more information relating to the sale of defaulted mortgage loans, see ‘‘The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans’’ in this prospectus supplement.
Certain Federal Income
Tax Consequences
Elections will be made to treat portions of the trust as two separate REMICs, known as the Lower-Tier REMIC and the Upper-Tier REMIC for federal income tax purposes. In the opinion of counsel, such portions of the trust will qualify for this treatment pursuant to their elections.
Federal income tax consequences of an investment in the certificates offered in this prospectus supplement include:
Each class of offered certificates will constitute a class of ‘‘regular interests’’ in the Upper-Tier REMIC.
The regular interests will be treated as newly originated debt instruments for federal income tax purposes.
Beneficial owners of the offered certificates will be required to report income on those certificates in accordance with the accrual method of accounting.

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See ‘‘Certain Federal Income Tax Consequences’’ in this prospectus supplement and ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates’’ in the prospectus.
ERISA Considerations A fiduciary of an employee benefit plan should review with its legal advisors whether the purchase or holding of the certificates offered in this prospectus supplement could give rise to a transaction that is prohibited or is not otherwise permitted under either ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, or whether there exists any statutory, regulatory or administrative exemption applicable thereto. The United States Department of Labor has granted to Deutsche Bank Securities Inc. an administrative exemption, Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption (‘‘PTE’’) 2002-41, which generally exempts from the application of certain of the prohibited transaction provisions of Section 406 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Internal Revenue Code of 1986, as amended, transactions relating to the purchase, sale and holding of pass-through certificates underwritten by the underwriters and the servicing and operation of the related asset pool, provided that certain conditions are satisfied.
The depositor expects that the exemption granted to Deutsche Bank Securities Inc. will generally apply to the certificates offered in this prospectus supplement, provided, that certain conditions are satisfied. See ‘‘ERISA Considerations’’ in this prospectus supplement and ‘‘Certain ERISA Considerations’’ in the prospectus.

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Ratings It is a condition to their issuance that the certificates offered in this prospectus supplement receive from Moody’s Investors Service, Inc. and Fitch, Inc., the credit ratings indicated below.

  Moody’s Fitch
Class A-1 Aaa AAA
Class A-2A Aaa AAA
Class A-2B Aaa AAA
Class A-3 Aaa AAA
Class A-AB Aaa AAA
Class A-4 Aaa AAA
Class A-1A Aaa AAA
Class XP Aaa AAA
Class A-M Aaa AAA
Class A-J Aaa AAA
Class B Aa1 AA+
Class C Aa2 AA
Class D Aa3 AA-
Class E A1 A+
Class F A2 A
Class G A3 A−
     See ‘‘Ratings’’ in this prospectus supplement and ‘‘Rating’’ in the prospectus for a discussion of the basis upon which ratings are given, the limitations of and restrictions on the ratings, and the conclusions that should not be drawn from a rating. Each of the rating agencies identified above has agreed to perform rating surveillance with respect to its ratings for so long as the offered certificates remain outstanding. Fees for such ratings surveillance have been prepaid by the depositor.
Legal Investment The certificates will not constitute ‘‘mortgage related securities’’ within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the certificates. Investors should consult their own legal advisors for assistance in determining the suitability and consequences of the purchase, ownership, and sale of the certificates. See ‘‘Legal Investment’’ in this prospectus supplement and in the prospectus.
Denominations; Clearance
and Settlement
The certificates offered in this prospectus supplement will be issuable in registered form, in minimum

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denominations of certificate balance of (i) $10,000 with respect to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates, (ii) $25,000 with respect to the Class B, Class C, Class D, Class E, Class F, Class G Certificates and (iii) $1,000,000 with respect to the class XP Certificates.
Investments in excess of the minimum denominations may be made in multiples of $1.
You may hold your certificates through (i) The Depository Trust Company (‘‘DTC’’) (in the United States) or (ii) Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme (‘‘Clearstream’’) or The Euroclear System (‘‘Euroclear’’) (in Europe). Transfers within DTC, Clearstream or Euroclear will be in accordance with the usual rules and operating procedures of the relevant system. See ‘‘Description of the Offered Certificates—Delivery, Form and Denomination,’’ ‘‘—Book-Entry Registration’’ and ‘‘—Definitive Certificates’’ in this prospectus supplement and ‘‘Description of the Certificates— Book-Entry Registration and Definitive Certificates’’ in the prospectus.

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RISK FACTORS

You should carefully consider the risks before making an investment decision. In particular, the timing and amount of distributions on your certificates will depend on payments received on and other recoveries with respect to the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

The risks and uncertainties described below are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment.

If any of the following risks actually occur, your investment could be materially and adversely affected.

This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus supplement.

Risks Related to the Mortgage Loans

Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed

Payments under the mortgage loans are not insured or guaranteed by any person or entity.

Substantially all of the mortgage loans are or should be considered to be nonrecourse loans. If a default occurs, the lender’s remedies generally are limited to foreclosing against the borrower and/or the specific mortgaged properties and other assets that have been pledged to secure the mortgage loan, subject to customary nonrecourse carveouts either to the borrower or its sponsor. Even if a mortgage loan is recourse to the borrower (or if a nonrecourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property. Payment of amounts due under the mortgage loan prior to the maturity date is consequently dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment of the mortgage loan at the maturity date or the anticipated repayment date, as applicable, is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property for an amount sufficient to repay the mortgage loan.

All of the mortgage loans were originated within 11 months prior to the cut-off date. Consequently, the mortgage loans generally do not have a long-standing payment history.

Commercial Lending Is Dependent Upon Net Operating Income

The mortgage loans are secured by various types of income-producing commercial properties. Commercial mortgage loans are generally thought to expose a lender to greater risk than one-to-four family residential loans.

The repayment of a commercial loan is typically dependent upon the ability of the applicable property to produce cash flow. Even the liquidation value of a commercial property is determined, in substantial part, by the amount of the mortgaged property’s cash flow (or its potential to generate cash flow). However, net operating income and cash flow can be volatile and may be insufficient to cover debt service on the loan at any given time. Lenders typically look to the debt service coverage ratio (that is, the ratio of net cash flow to debt service) of a mortgage loan secured by income-producing property as an important measure of the risk of default of that mortgage loan.

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The net operating income, cash flow and property value of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the property itself, such as:

•  the age, design and construction quality of the mortgaged property;
•  perceptions regarding the safety, convenience and attractiveness of the mortgaged property;
•  the proximity and attractiveness of competing properties;
•  the adequacy of the mortgaged property’s management and maintenance;
•  increases in operating expenses at the mortgaged property and in relation to competing properties;
•  an increase in the capital expenditures needed to maintain the mortgaged property or make improvements;
•  the dependence upon a single tenant, or a concentration of tenants in a particular business or industry;
•  a decline in the financial condition of a major tenant;
•  an increase in vacancy rates; and
•  a decline in rental rates as leases are renewed or entered into with new tenants.

Others factors are more general in nature, such as:

•  national, regional or local economic conditions (including plant closings, military base closings, industry slowdowns and unemployment rates);
•  local real estate conditions (such as an oversupply of competing properties, space, multifamily housing or hotel rooms);
•  demographic factors;
•  decreases in consumer confidence;
•  changes in consumer tastes and preferences;
•  retroactive changes in building codes;
•  changes or continued weakness in specific industry segments; and
•  the public’s perception of safety for customers and clients.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

•  the length of tenant leases and other lease terms, including co-tenancy provisions and early termination rights;
•  the creditworthiness of tenants;
•  tenant defaults;
•  in the case of rental properties, the rate at which new rentals occur; and
•  the mortgaged property’s ‘‘operating leverage’’ (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants).

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of mortgaged properties with short-term revenue sources and may lead to higher rates of delinquency or defaults under the related mortgage loans.

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The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related mortgage loan. Each income-producing real property represents a separate and distinct business venture; and, as a result, each of the multifamily and commercial mortgage loans included in one of the depositor’s trusts requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of mortgage loans underlying any other series of offered certificates.

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as ‘‘static pool data’’). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the properties and terms of the loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors. Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. Converting commercial properties to alternate uses generally requires substantial capital expenditures. In addition, zoning restrictions, condominium documents for mortgage loans secured by condominium units, covenants or agreements to which the related mortgaged properties or the owners thereof are subject or other restrictions also may prevent alternative uses. The liquidation value of any such mortgaged property consequently may be substantially less than would be the case if the property were readily adaptable to other uses.

Some of the mortgaged properties have been designated as historic or landmark buildings or are located in areas designated as historic or landmark. Such properties may have restrictions related to renovations, construction or other restrictions and may not be permitted to be converted to alternative uses because of such restrictions.

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Property Value May Be Adversely Affected Even When Current Operating Income Is Not

Various factors may adversely affect the value of the mortgaged properties without affecting the properties’ current net operating income. These factors include, among others:

•  changes in governmental regulations, fiscal policy, zoning or tax laws;
•  potential environmental legislation or liabilities or other legal liabilities;
•  the availability of refinancing; and
•  changes in interest rate levels.

Tenant Concentration Entails Risk

A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is leased to a single tenant, or if a few tenants make up a significant portion of the rental income. In the event of a default by a significant tenant, if the related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or the tenant exercises an early termination right, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan. This is so because: (i) the financial effect of the absence of rental income from such tenant is typically severe; (ii) more time may be required to re-lease the space; and (iii) substantial capital costs may be incurred to make the space appropriate for replacement tenants.

In the case of 24 mortgage loans, collectively representing 14.41% of the outstanding pool balance (and 17.52% of the Loan Group 1 balance), as of the cut-off date, each related mortgaged property is 100% leased to a single tenant. In the case of 51 mortgage loans, collectively representing 28.49% of the initial outstanding pool balance (and 34.63% of the Loan Group 1 balance), as of the cut-off date, each related mortgaged property is leased to one or more significant tenants, each occupying a net rentable area of 25% or more of the related mortgaged property. For a list of each mortgaged property leased to a single tenant, along with the lease expiration dates with respect to such single tenant, see Annex A-1.

The underwriting of single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease at the related mortgaged property. In addition, the loan underwriting for certain single-tenant mortgage loans took into account the creditworthiness of the tenants or lease guarantors under the applicable leases. Similar analysis may impact the underwriting of mortgage loans with significant tenants. Accordingly, such single-tenant or significant-tenant mortgage loans may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans. However, there can be no assurance that the assumptions made when underwriting such loans will be correct, that the related tenant will re-let the premises or that such tenant will maintain its creditworthiness. See Annex A-1 for lease expiration dates and loan maturity dates. In addition, certain single tenants, or significant tenants, may have specific termination rights under their leases that may be exercised prior to the related loan maturity date under certain circumstances, such as the failure to timely complete tenant buildouts or early termination upon notice. There can be no assurance that if a tenant exercises an early termination option prior to the loan maturity date that the related borrower will have adequate cash flow available to satisfy debt service payments. Also, certain single tenants may be affiliated with the related borrower. See ‘‘—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks’’ below.

Mortgaged properties also may be adversely affected if there is a concentration of a particular tenant or type of tenant among the mortgaged properties or of tenants in a particular business or industry. In these cases, a problem with a particular tenant could have a disproportionately large impact on the pool of mortgage loans and adversely affect distributions to certificateholders. Similarly, an issue with respect to a particular industry could

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also have a disproportionately large impact on the pool of mortgage loans. For additional information regarding significant tenants, see Annex A-1 in this prospectus supplement.

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments. Multi-tenanted mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. Certain mortgaged properties or portions thereof are master leased to affiliates of the borrower under arrangements whereby the affiliate tenant operates and/or leases the mortgaged property or the master leased premises. Such master lease arrangements present additional risks, such as the potential limitations on the ability of a lender upon default to obtain a receiver to obtain control of, and collect the underlying revenues from, the mortgaged property unless and until the master lease is terminated and the affiliate tenant evicted from the mortgaged property or master leased premises (which may not be possible if the master lease is not in default or may be limited by an affiliate tenant bankruptcy or by requirements of local laws pertaining to the dispossession of defaulted tenants under the leases) and the risk that a master lease termination may result in a termination or interruption of rent payments under the underlying subleases between the subtenants and the affiliated master tenant. These risks may be mitigated when mortgaged properties are leased to unrelated third parties.

Risks Related to Loan Concentration

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance. In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed. The ten largest mortgage loans or groups of cross collateralized mortgage loans represent approximately 36.31% of the outstanding pool balance and approximately 44.13% of the Loan Group 1 balance as of the cut-off date. Losses on any of these loans may have a particularly adverse effect on the certificates offered in this prospectus supplement.

The ten largest loans are described in Annex B to this prospectus supplement.

Each of the other mortgage loans represents no more than 1.76% of the outstanding pool balance as of the cut-off date.

Risks Related to Borrower Concentration

Several groups of mortgage loans are made to the same borrower or have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 4.18%, 3.39% and 3.04%, respectively, of the outstanding pool balance, the three largest of the related loan groups representing approximately 5.09% and 4.13% of Loan Group 1, respectively, and 17.13%, of the Loan Group 2 balance. A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks. For instance, if a borrower that owns several mortgaged properties experiences financial difficulty at one mortgaged property,

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or another income-producing property that it owns, it could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting monthly payments for an indefinite period on all of the related mortgage loans. See Annex A-1 for Mortgage Loans with related borrowers.

Risks Relating to Property Type Concentration

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. In particular, the mortgage loans in Loan Group 1 are secured primarily by properties other than multifamily properties and the mortgage loans in Loan Group 2 are secured primarily by multifamily properties. Because principal distributions on the Class A-1A Certificates are generally received from collections on the mortgage loans in Loan Group 2, an adverse event with respect to multifamily properties would have a substantially greater impact on the Class A-1A Certificates than if that class received principal distributions from loans secured by other property types as well. However, on and after any distribution date on which the certificate principal balances of the Class A-M, Class A-J and Class B through Class S Certificates have been reduced to zero, the Class A-1A Certificates will receive principal distributions from the collections on the pool of mortgage loans, pro rata, with the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates. Furthermore, because the amount of principal that will be distributed to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates will generally be based upon the particular loan group that the related mortgage loan is deemed to be in, the yield on the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 2.

The following are certain property type concentrations of the pool of mortgage loans as of the cut-off date (based on the allocated loan amount):

•  170 retail properties representing 28.73% of the outstanding pool balance and 34.92% of the Loan Group 1 balance as of the cut-off date;
•  32 office properties representing 22.11% of the outstanding pool balance and 26.87% of the Loan Group 1 balance as of the cut-off date;
•  93 multifamily properties and manufactured housing properties representing 26.52% of the outstanding pool balance, 10.68% of the Loan Group 1 balance and 100.00% of the Loan Group 2 balance as of the cut-off date;
•  25 hotel properties representing 11.07% of the outstanding pool balance and 13.46% of the Loan Group 1 balance as of the cut-off date;
•  80 self storage properties representing 7.66% of the outstanding pool balance and 9.31% of the Loan Group 1 balance as of the cut-off date;
•  10 industrial properties representing 3.50% of the outstanding pool balance and 4.25% of the Loan Group 1 balance as of the cut-off date;
•  2 mixed use properties representing 0.33% of the outstanding pool balance and 0.41% of the Loan Group 1 balance as of the cut-off date; and
•  1 land property representing 0.08% of the outstanding pool balance and 0.10% of the Loan Group 1 balance as of the cut-off date.

Geographic Concentration Entails Risks

As of the cut-off date, the mortgaged properties are located in 42 states and the District of Columbia. 28 mortgaged properties, securing mortgage loans representing 13.39% of the

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outstanding pool balance as of the cut-off date are located in Texas. 14 mortgaged properties, securing mortgage loans representing 10.99% of the outstanding pool balance as of the cut-off date, are located in Minnesota. 41 mortgaged properties, securing mortgage loans representing 10.68% of the outstanding pool balance as of the cut-off date, are located in New York. 31 mortgaged properties, securing mortgage loans representing 9.05% of the outstanding pool balance as of the cut-off date, are located in California. 23 of the mortgaged properties, securing mortgage loans representing 7.72% of the outstanding pool balance as of the cut-off date, is located in Florida. See the table entitled ‘‘Geographic Concentration of Mortgage Loans’’ under ‘‘Description of the Mortgage Pool’’ in this prospectus supplement. Except as set forth in this paragraph, no state contains more than 4.26% of the mortgaged properties (based on the principal balance as of the cut-off date of the related mortgage loans or, in the case of mortgage loans secured by multiple mortgaged properties, on the portion of principal amount of the related mortgage loan allocated to such mortgaged property).

The economy of any state or region in which a mortgaged property is located may be adversely affected more than that of other areas of the country by:

•  certain developments particularly affecting industries concentrated in such state or region;
•  conditions in the real estate markets where the mortgaged properties are located;
•  changes in governmental rules and fiscal policies;
•  acts of nature, including earthquakes, floods and hurricanes (which may result in uninsured losses); see ‘‘Risk Factors—Risks Related to the Mortgage Loans—Property Insurance’’ in this prospectus supplement; and
•  other factors which are beyond the control of the borrowers.

For example, improvements on mortgaged properties located in California may be more susceptible to certain types of special hazards not fully covered by insurance (such as earthquakes) than properties located in other parts of the country. To the extent that general economic or other relevant conditions in states or regions in which concentrations of mortgaged properties securing significant portions of the aggregate principal balance of the mortgage loans are located decline and result in a decrease in commercial property, housing or consumer demand in the region, the income from and market value of the mortgaged properties and repayment by borrowers may be adversely affected.

Retail Properties Have Special Risks

170 of the mortgaged properties, which represent security for 28.73% of the outstanding pool balance and 34.92% of the Loan Group 1 balance as of the cut-off date, are retail properties. Of these, 30 mortgaged properties, representing security for 24.06% of the outstanding pool balance and 29.24% of the Loan Group 1 balance as of the cut-off date, are considered by the applicable mortgage loan seller to be anchored or shadow anchored properties. 9 mortgaged properties, representing security for 2.83% of the outstanding pool balance and 3.44% of the Loan Group 1 balance as of the cut-off date, are considered by the applicable mortgage loan seller to be unanchored mortgaged properties.

The presence or absence of an ‘‘anchor tenant’’ or a ‘‘shadow anchor’’ in or near a shopping center also can be important, because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An ‘‘anchor tenant’’ is usually proportionately larger in size than most other tenants in the mortgaged property, is vital in attracting customers to a retail property and is located on the related mortgaged property. A ‘‘shadow anchor’’ is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property, but not on the mortgaged property, so as to influence and attract potential customers. The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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•  an anchor tenant’s or shadow anchor tenant’s failure to renew its lease;
•  termination of an anchor tenant’s or shadow anchor tenant’s lease, or if the anchor tenant or shadow anchor owns its own site, a decision to vacate;
•  the bankruptcy or economic decline of an anchor tenant, shadow anchor or self-owned anchor; or
•  the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self-owned anchor (notwithstanding its continued payment of rent).

If an anchor store in a mortgaged property were to close, the related borrower may be unable to replace that anchor in a timely manner or may suffer adverse economic consequences. Furthermore, certain of the anchor stores at the retail properties have co-tenancy clauses in their leases or operating agreements which permit those anchors to cease operating if certain other stores are not operated at those locations. The breach of various other covenants in anchor store leases or operating agreements also may permit those stores to cease operating. Certain non-anchor tenants at retail properties also may be permitted to terminate their leases if certain other stores are not operated or if those tenants fail to meet certain business objectives. Certain tenants at various mortgaged properties are closed for business or otherwise not in occupancy and/or have co-tenancy clauses or other termination provisions in their leases. These and other similar situations could adversely affect the performance of the related mortgage loan and adversely affect distributions to certificateholders.

Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer business:

•  factory outlet centers;
•  discount shopping centers and clubs;
•  catalogue retailers;
•  home shopping networks;
•  internet web sites; and
•  telemarketers.

Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the mortgage pool, as well as the income from, and market value of, the mortgaged properties. Moreover, additional competing retail properties have been and may in the future be built in the areas where the retail properties are located. Such competition could adversely affect the performance of the related mortgage loan and adversely affect distributions to certificateholders.

In addition, although renovations and expansion at a mortgaged property will generally enhance the value of the mortgaged property over time, in the short term, construction and renovation work at a mortgaged property may negatively impact net operating income as customers may be deterred from shopping at or near a construction site.

In addition, 131 of the mortgaged properties, which represent security for 1.84% of the outstanding pool balance and 2.23% of the Initial Loan Group 1 balance as of the cut-off date, have significant restaurant tenants. Restaurant properties are subject to certain unique risks including that restaurant space is not easily convertible to other types of retail space and that restaurant receipts are not only affected by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of a restaurant, food safety

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concerns related to personal health or the handling of food items at the restaurant or by food suppliers and the actions/behaviors of staff and management and their treatment of the customers.

In addition, one of the mortgaged properties known as ‘‘17320 Gale Avenue’’, which represents 0.41% of the outstanding pool balance and 0.50% of the Initial Loan Group 1 balance as of the cut-off date, has a single tenant which is an automobile dealership. Car dealership properties are subject to certain unique risks including that a space is not easily convertible to other types of retail space and that revenue at such properties is directly related to the performance of the automobile industry and certain subjective factors, such as the make of vehicles offered for sale at a particular dealership.

Office Properties Have Special Risks

32 of the mortgaged properties, which represent security for 22.11% of the outstanding pool balance and 26.87% of the Loan Group 1 balance as of the cut-off date, are office properties.

Various factors may adversely affect the value of office properties, including:

•  the quality of an office building’s tenants;
•  provisions in tenant leases that may include early termination provisions;
•  an economic decline in the business operated by the tenants;
•  the diversity of an office building’s tenants (or reliance on a single or dominant tenant);
•  the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, location, access to transportation and ability to offer certain amenities, including, without limitation, current business wiring requirements);
•  the desirability of the area as a business location;
•  the strength and nature of the local economy (including labor costs and quality, tax environment and quality of life for employees); and
•  an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space).

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of property.

Medical office properties may be included in the general office properties described above. The performance of a medical office property may depend on the proximity of such property to a hospital or other health care establishment and on reimbursements for patient fees from private or government-sponsored insurance companies. The sudden closure of a nearby hospital may adversely affect the value of a medical office property. In addition, the performance of a medical office property may depend on reimbursements for patient fees from private or government-sponsored insurers and issues related to reimbursement (ranging from non-payment delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties. Moreover, medical office properties appeal to a narrow market of tenants and the value of medical office property may be adversely affected by the availability of competing medical office properties.

Multifamily Properties Have Special Risks

93 of the mortgaged properties (including 30 manufactured community properties), which represent security for 26.52% of the outstanding pool balance, 10.68% of the Loan Group 1 balance and 100.0% of the Loan Group 2 balance as of the cut-off date, are multifamily properties.

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A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

•  the physical attributes of the apartment building (e.g., its age, appearance and construction quality);
•  the location of the property (e.g., a change in the neighborhood over time);
•  the ability of management to provide adequate maintenance and insurance;
•  the types of services the property provides;
•  the property’s reputation;
•  the level of mortgage interest rates (which may encourage tenants to purchase rather than rent housing);
•  in the case of student housing facilities, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on-campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;
•  the presence of competing properties in the local market;
•  the tenant mix, particularly if the tenants are predominantly students, personnel from or workers related to a military base or workers from a particular business or industry;
•  adverse local or national economic conditions, which may limit the amount of rent that can be charged and may result in a reduction in timely rent payments or a reduction in occupancy;
•  state and local regulations;
•  government assistance/rent subsidy programs; and
•  national, state or local politics.

Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. 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. A few states offer more significant protection. For example, there are provisions that limit the basis on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities, including those in which certain of the mortgaged properties are located, impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. In many cases, the rent control laws do not permit vacancy decontrol. Local authorities may not be able to impose rent control because it is pre-empted by state law in certain 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. Any limitations on a borrower’s ability to raise property rents

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may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured by mortgaged properties that are currently eligible (or may become eligible in the future) for and have received low-income housing tax credits pursuant to Section 42 of the Internal Revenue Code in respect of various units within the mortgaged property or have tenants that rely on 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. In addition, certain of the mortgage loans may be secured now or in the future by mortgaged properties that are subject to certain affordable housing covenants, in respect of various or all of the units within the mortgaged properties. There is no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related mortgage loan.

Hotel Properties Have Special Risks

There are 25 hotel properties, securing approximately 11.07% of the outstanding pool balance as of the cut-off date (or approximately 13.46% of the Loan Group 1 balance as of the cut-off date). 12 of such hotel properties are considered full service, securing approximately 7.23% of the outstanding pool balance as of the cut-off date (or approximately 8.78% of the Loan Group 1 balance as of the cut-off date), 13 of such hotel properties, securing approximately 3.85% of the outstanding pool balance as of the cut-off date (or approximately 4.68% of the Loan Group 1 balance as of the cut-off date), are considered limited service.

Various factors may adversely affect the economic performance of a hotel, including:

•  adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged per room and reduce occupancy levels);
•  the construction of competing hotels or resorts;
•  continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;
•  conversion to alternative uses which may not be readily made;
•  a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel;
•  changes in travel patterns (including, for example, the decline in air travel following the terrorist attacks on September 11, 2001) caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;
•  management ability of property managers and/or whether management contracts or franchise agreements are renewed or extended upon expiration;
•  desirability of particular locations;
•  location, quality and hotel management company’s affiliation, each of which affects the economic performance of a hotel; and
•  relative illiquidity of hotel investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.

Because hotel rooms generally are rented for short periods of time, the financial performance of hotels tends to be affected by adverse economic conditions and competition more quickly than other commercial properties.

Moreover, the hotel and lodging industry is generally seasonal in nature and different seasons affect different hotels depending on type and location. This seasonality can be

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expected to cause periodic fluctuations in a hotel property’s room and restaurant revenues, occupancy levels, room rates and operating expenses.

The liquor licenses for most of the applicable mortgaged properties are commonly held by affiliates of the mortgagors, unaffiliated managers and operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person. In the event of a foreclosure of a hotel property that holds a liquor license, a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay which could be significant. There can be no assurance that a new license could be obtained promptly or at all. The lack of a liquor license in a full-service hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.

The hotel properties (other than the hotel properties securing the mortgage loans known as ‘‘Hotel Lucia,’’ ‘‘Hotel Max’’ and ‘‘Rocklin Park Hotel’’) are affiliated with a hotel management company through management agreements or with a hotel chain through a franchise agreement. Some of the hotel properties may have franchise agreements or management agreements that expire before the related loan maturity date. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on:

•  the continued existence, reputation, and financial strength of the franchisor or hotel management company;
•  the public perception of the franchise or management company or hotel chain service mark; and
•  the duration of the franchise licensing agreement or management agreement.

Any provision in a franchise agreement providing for termination because of the bankruptcy of a franchisor generally will not be enforceable. Replacement franchises may require significantly higher fees.

Transferability of franchise license agreements is generally restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent.

No assurance can be given that a franchise or management agreement will not be terminated during the term of the related mortgage loan or that the trust fund could renew a franchise or management agreement or obtain a new franchise or management agreement following termination of the agreement in place at the time of foreclosure.

Industrial Properties Have Special Risks

There are 10 industrial properties, securing approximately 3.50% of the outstanding pool balance and 4.25% of the Loan Group 1 balance as of the cut-off date. Significant factors determining the value of industrial properties are:

•  the quality of tenants;
•  building design and adaptability; and
•  the location of the property.

Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (for example, a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to re-let to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for

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shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are generally desirable to an industrial property include high, clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, minimum large truck turning radii and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels. Because of the construction utilized in connection with certain industrial facilities, it might be difficult or costly to convert such a facility to an alternative use.

Manufactured Housing Community Properties Have Special Risks

30 of the mortgaged properties, which represent security for 5.47% of the outstanding pool balance, 4.50% of the Loan Group 1 balance and 9.96% of the Loan Group 2 balance as of the cut-off date, are manufactured housing community properties. Loans secured by liens on manufactured housing community properties pose risks not associated with loans secured by liens on other types of income-producing real estate.

The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:

•  other manufactured housing community properties;
•  apartment buildings; and
•  site built single family homes.

Other factors may also include:

•  the physical attributes of the community, including its age and appearance;
•  the location of the manufactured housing property;
•  the ability of management to provide adequate maintenance and insurance;
•  the type of services or amenities it provides;
•  the property’s reputation; and
•  state and local regulations, including rent control and rent stabilization.

The manufactured housing community properties are ‘‘special purpose’’ properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Certain of the manufactured housing community mortgaged properties are recreational vehicle parks, resorts or have significant portion of the related property that is intended for short-term vehicle hookups. These properties may depend on revenue from tourism, and may be visited, and generate cash flow, only during certain seasons of the year. Therefore, these properties may be subject to seasonality risk that other manufactured housing community mortgaged properties may not be subject to, or may be subject to fluctuations in tourism rates.

Self Storage Properties Have Special Risks

There are 80 self storage properties, securing approximately 7.66% of the outstanding pool balance and 9.31% of the Loan Group 1 balance, as of the cut-off date.

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The self storage facilities market contains low barriers to entry. In addition, due to the short-term nature of self storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.

Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus, liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses. In addition, it is difficult to assess the environmental risks posed by these facilities due to tenant privacy, anonymity and unsupervised access to these facilities. Therefore, these facilities may pose additional environmental risks to investors. The environmental site assessments discussed in this prospectus supplement did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants, or that they will remain so in the future.

Risks Related to Construction, Redevelopment, Renovation and Repairs at Mortgaged Properties

Certain of the mortgaged properties are currently undergoing, or are expected to undergo in the future, construction, redevelopment, renovation or repairs. For example, in the case of the mortgage loan identified as ‘‘Sierra Vista Mall’’ on Annex A-1 to this prospectus supplement, representing 2.06% of the outstanding pool balance and 2.50% of the Loan Group 1 balance as of the cut-off date, the borrower has escrowed $17,277,777 in connection with the expansion and renovation of the mortgaged property that includes the addition of approximately 72,000 square feet of retail space and the construction of a 55,034 square foot movie theater. In the case of the mortgage loan identified as ‘‘Victoria Ward Industrial, Gateway & Village’’ on Annex A-1 to this prospectus supplement, representing 2.34% of the outstanding pool balance and 2.85% of the Loan Group 1 balance as of the cut-off date, the borrower is permitted to redevelop a portion of the mortgaged property referred to as the ‘‘Industrial Property’’. For additional information regarding the redevelopment of the ‘‘Industrial Property’’ see also ‘‘Annex BDescription of Top Ten Mortgage LoansSierra Vista Mall’’ and ‘‘—Victoria Ward Industrial, Gateway & Village’’ to this prospectus supplement.

We cannot assure you that any current or planned redevelopment, renovation or repairs will be completed, that such redevelopment, renovation or repairs will be completed in the time frame contemplated, or that, when and if redevelopment or renovation is completed, such redevelopment or renovation will improve the operations at, or increase the value of, the subject property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgage loan, which could affect the ability of the borrower to repay the related mortgage loan.

In the event that the related borrower fails to pay the costs for work completed or material delivered in connection with such ongoing redevelopment, renovation or repairs, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan. The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers, and accordingly could have a negative impact on net operating income.

Furthermore, in the event of a foreclosure on any mortgaged property following a default on a related mortgage loan, the special servicer will generally retain an independent contractor to operate the mortgaged property. Among other things, the independent contractor generally will not be able to perform construction work, other than repair, maintenance or certain types of tenant build-outs, unless the construction was at least 10% completed when default on the mortgage loan becomes imminent. The inability to complete such construction work may result in less liquidation proceeds to the trust than if such construction were able to be completed.

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Properties with Condominium Ownership Have Special Risks

Some of the mortgage loans are secured, in whole or in part, by the related borrower’s fee simple ownership interest in one or more condominium units. The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium. The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds. In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a lender takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit. Five mortgage loans known as ‘‘Carlson Bloomington and Philadelphia,’’ ‘‘Marks Portfolio,’’ ‘‘River Crossing,’’ ‘‘Murray Hill Office Center,’’ and ‘‘Euclid Medical Center,’’ representing 1.60% of the outstanding pool balance and 1.71% of the Loan Group 1 balance and 1.08% of the Loan Group 2 Balance as of the cut-off date are secured by the borrower’s interest in one or more condominium units. In addition, with respect to the mortgage loan known as ‘‘1900 Bryant Street,’’ the borrower is permitted to file one or more declarations of condominium with respect to a portion of the mortgaged property and, subject to conditions in the related mortgage loan documents, obtain a release of such condominium units.

Due to the nature of condominiums and a borrower’s ownership interest therein, a default on a mortgage loan secured by the borrower’s interest in one or more condominium units may not allow the related lender the same flexibility in realizing upon the underlying real property as is generally available with respect to non-condominium properties. The rights of any other unit owners, the governing documents of the owners’ association and state and local laws applicable to condominiums must be considered and respected. Consequently, servicing and realizing upon such collateral could subject the trust to greater expense and risk than servicing and realizing upon collateral for other loans that are not condominiums.

Certain Additional Risks Related To Tenants

The income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if:

•  space in the mortgaged properties could not be leased or re-leased;
•  the mortgaged property is re-leased at a rental rate significantly below the rental rate paid by the tenant at the space when the loan was originated;
•  tenants were unable to meet their lease obligations;
•  a significant tenant were to become a debtor in a bankruptcy case; or
•  rental payments could not be collected for any other reason.

Repayment of the mortgage loans secured by retail, office and industrial properties will be affected by the expiration of leases and the ability of the respective borrowers to renew the

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leases or relet the space on comparable terms. In this regard, the three largest tenants and their respective lease expiration dates for retail, office and industrial properties are set forth on Annex A-1 to this prospectus supplement. Certain of the tenants (which may include significant tenants) have lease expiration dates that occur prior to the maturity date of the related mortgage loan. Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have the right to cancel their leases at any time or for lack of appropriations. Additionally, mortgage loans may have concentrations of leases expiring at varying rates in varying percentages prior to the related maturity date and in some situations, all of the leases at a mortgaged property may expire prior to the related maturity date.

Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the mortgaged properties. Moreover, if a tenant defaults on its obligations to a borrower, the borrower 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 mortgaged property.

Additionally, in certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions (provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate at the tenant’s option upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, that mortgaged property could experience a further decline in value if the tenants’ leases were terminated.

The borrower under certain of the mortgage loans has given to one or more tenants at the related mortgaged real property a right of first offer, a right of first refusal or another option to purchase all or a portion of the related mortgaged properties, which must in any event be greater than the outstanding balance of the mortgage loan. These rights, which may not be subordinated to the related mortgage, may impede the lender’s ability to sell the related mortgaged real property at foreclosure or after acquiring the mortgaged real property pursuant to foreclosure, or adversely affect the value and/or marketability of the related mortgaged real property. Additionally, the exercise of a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited.

Certain of the mortgaged properties may have tenants that are related to or affiliated with a borrower. In such cases, a default by the borrower may coincide with a default by the affiliated tenants. Additionally, even if the property becomes an REO property, it is possible that an affiliate of the borrower may remain as a tenant.

Tenant Bankruptcy Entails Risks

The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office and industrial properties may adversely affect the income produced by a mortgaged property. One or more tenants at a particular mortgaged property may have been or may currently be the subject of bankruptcy or insolvency proceedings. Under the federal 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 (absent collateral securing the claim). The claim would be limited to the unpaid rent under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises), plus the rent under the lease for the greater of one year, or 15% (not to exceed three years), of the remaining term of that lease.

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The Sellers of the Mortgage Loans Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust’s Ownership of the Mortgage Loans

In the event of the insolvency of any mortgage loan seller, it is possible the trust’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays or reductions in payments on your certificates could occur.

Based upon opinions of counsel that the conveyance of the mortgage loans would generally be respected in the event of insolvency of the mortgage loan sellers, which opinions are subject to various assumptions and qualifications, the depositor believes that such a challenge will be unsuccessful, but there can be no assurance that a bankruptcy trustee, if applicable, or other interested party will not attempt to assert such a position. Even if actions seeking such results were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

Environmental Laws Entail Risks

Various environmental laws may make a current or previous owner or operator of real property liable for the costs of removal, remediation or containment of hazardous or toxic substances on, under, in, or emanating from that 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, certain laws impose liability for release of asbestos-containing materials into the air or require the removal or containment of the asbestos-containing materials; polychlorinated biphenyls in hydraulic or electrical equipment are regulated as hazardous or toxic substances; and the United States Environmental Protection Agency has identified health risks associated with elevated radon gas levels in buildings. In some states, contamination of a property may give rise to a lien on the property for payment of the costs of addressing the condition. This lien may have priority over the lien of a pre-existing mortgage. Additionally, third parties may seek recovery from owners or operators of real properties for personal injury or property damages associated with exposure to hazardous or toxic substances related to the properties.

Federal law requires owners of certain residential housing constructed prior to 1978 to disclose to potential residents or purchasers any condition on the property that causes exposure to lead-based paint. Contracts for the purchase and sale of an interest in residential housing constructed prior to 1978 must contain a ‘‘Lead Warning Statement’’ that informs the purchaser of the potential hazards to pregnant women and young children associated with exposure to lead-based paint. 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 held liable for injuries to their tenants resulting from exposure to lead-based paint under common law and various state and local laws and regulations that impose affirmative obligations on property owners of residential housing containing lead-based paint.

The owner’s liability for any required remediation generally is not limited by law and could accordingly exceed the value of the property and/or the aggregate assets of the owner. The presence of hazardous or toxic substances also may adversely affect the owner’s ability to refinance the property or to sell the property to a third party. The presence of, or strong potential for contamination by, hazardous substances consequently can have a materially adverse effect on the value of the mortgaged property and a borrower’s ability to repay its mortgage loan.

In addition, under certain circumstances, a lender (such as the trust) could be liable for the costs of responding to an environmental hazard. See ‘‘Certain Legal Aspects of Mortgage Loans—Environmental Considerations’’ in the prospectus.

In certain cases where the environmental consultant recommended that action be taken in respect of a materially adverse or potentially material adverse environmental condition at the related mortgaged property:

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•  an environmental consultant investigated those conditions and recommended no further investigations or remedial action;
•  a responsible third party was identified as being responsible for the remedial action; or
•  the related originator of the subject mortgage loan generally required the related borrower to:

(1)    take investigative and/or remedial action;

(2)    carry out an operation and maintenance plan or other specific remedial action measures post-closing and/or to establish an escrow reserve in an amount sufficient for effecting that plan and/or the remedial action;

(3)    monitor the environmental condition and/or to carry out additional testing, in the manner and within the time frame specified by the environmental consultant;

(4)    obtain or seek a letter from the applicable regulatory authority stating that no further action was required;

(5)    obtain environmental insurance or provide an indemnity or guaranty from an individual or an entity (which may include the sponsor); or

(6)    the circumstance or condition has been remediated in all material respects.

In the case of the mortgage loan identified as ‘‘EZ Storage Portfolio’’ on Annex A-1 to this prospectus supplement, representing 3.97% of the outstanding pool balance and 4.83% of the Loan Group 1 balance as of the cut-off date, eight of the related Mortgaged Properties are currently or are expected to be subject to environmental operation and maintenance programs. Three additional mortgaged properties are subject to, among other things, additional environmental testing, on-going environmental clean-up and related obligations to obtain no further action determinations by the applicable governmental authority. In addition to the environmental reserve to address these obligations, the lender required an environmental insurance policy with an aggregate coverage limit of $15,000,000.

Potential Trust Liability Related to a Materially Adverse Environmental Condition

The mortgage loan sellers have represented to the Depositor that all of the mortgaged properties within the 18 months preceding the cut-off date have had (i) an environmental site assessment or (ii) an update of a previously conducted assessment based upon information in an established database or study. See ‘‘Description of the Mortgage Pool—Certain Underwriting Matters—Environmental Site Assessments’’ in this prospectus supplement. There can be no assurance that any such assessment, study or review revealed all possible environmental hazards. Each mortgage loan seller has informed the Depositor that to its actual knowledge, without inquiry beyond the environmental assessment (or update of a previously conducted assessment) or questionnaire completed by the borrower and submitted to the mortgage loan seller in connection with obtaining an environmental insurance policy in lieu of an environmental assessment, there are no significant or material circumstances or conditions with respect to the mortgaged property not revealed in the environmental assessment (or update of a previously conducted assessment) or the borrower’s environmental questionnaire. The environmental assessments relating to certain of the mortgage loans revealed the existence of friable or non-friable asbestos-containing materials, lead-based paint, radon gas, leaking underground storage tanks, polychlorinated biphenyl contamination, ground water contamination or other material environmental conditions.

For more information regarding environmental considerations, see ‘‘Certain Legal Aspects of Mortgage Loans—Environmental Considerations’’ in the prospectus.

The pooling and servicing agreement requires that the special servicer obtain an environmental site assessment of a mortgaged property prior to acquiring title thereto on behalf of the trust or assuming its operation. Such requirement may effectively preclude

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realization of the security for the related note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust will become liable under any environmental law. However, there can be no assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust from potential liability under environmental laws. See ‘‘The Pooling and Servicing Agreement—Realization Upon Defaulted Mortgage Loans’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Environmental Considerations’’ in the prospectus.

Borrower May Be Unable To Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date

173 mortgage loans, representing 100.0% of the outstanding pool balance as of the cut-off date, are balloon loans or anticipated repayment date loans that provide for substantial payments of principal due at their stated maturities or anticipated repayment dates, as applicable. 131 of the 173 mortgage loans identified above, representing 67.61% of the outstanding pool balance, or 66.11% of the Loan Group 1 balance and 74.57% of the Loan Group 2 balance as of the cut-off date, have a balloon payment or anticipated repayment date in the year 2016 and 15 of the 173 mortgage loans identified above, representing 8.96% of the outstanding pool balance, or 10.59% of the Loan Group 1 balance and 1.36% of the Loan Group 2 balance as of the cut-off date, have a balloon payment or an anticipated repayment date in the year 2017.

Balloon loans and anticipated repayment date loans involve a greater risk to the lender than fully amortizing loans because a borrower’s ability to repay a balloon loan on its maturity date or anticipated repayment date, as applicable, typically will depend upon its ability either to refinance such mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

•  the availability of, and competition for, credit for commercial real estate projects;
•  prevailing interest rates;
•  the fair market value of the related properties;
•  the borrower’s equity in the related properties;
•  the borrower’s financial condition;
•  the operating history and occupancy level of the property;
•  tax laws;
•  prevailing general and regional economic conditions; and
•  the availability of funds in the credit markets which fluctuates over time.

There can be no assurance that a borrower will have the ability to repay the remaining principal balance of the related mortgage loan on the pertinent date.

Risks Related to Modification of Mortgage Loans with Balloon Payments

In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement enables the special servicer to extend and modify the terms of mortgage loans (other than the EZ Storage Portfolio loan, which is being serviced pursuant to a separate pooling and servicing agreement) that are in material default or as to which a payment default (including the failure to make a balloon payment) is reasonably foreseeable, subject, however, to the limitations described under ‘‘The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments’’ in this prospectus supplement. The master servicer and the special servicer may extend the maturity date of a mortgage loan under limited

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circumstances. See ‘‘The Pooling and Servicing Agreement—Modifications’’ in this prospectus supplement. There can be no assurance, however, that any extension or modification will increase the present value of recoveries in a given case. Neither the master servicer nor the special servicer will have the ability to extend or modify the EZ Storage Portfolio loan, because such mortgage loan is being serviced by another servicer and special servicer pursuant to a separate pooling and servicing agreement. Any delay in collection of a balloon payment that would otherwise be distributable in respect of a class of certificates offered in this prospectus supplement, whether such delay is due to borrower default or to modification of the related mortgage loan by the special servicer or the applicable special servicer servicing the EZ Storage Portfolio loan, will likely extend the weighted average life of such class of certificates. See ‘‘Yield and Maturity Considerations’’ in this prospectus supplement and in the prospectus.

Options and Other Purchase Rights May Affect Value or Hinder Recovery With Respect to the Mortgaged Properties

The borrowers under certain of the mortgage loans have given to one or more tenants or another person a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the related mortgaged real property. These rights, which may not be subordinated to the related mortgage, may impede the lender’s ability to sell the related mortgaged real property at foreclosure or after acquiring the mortgaged real property pursuant to foreclosure, or adversely affect the value and/or marketability of the related mortgaged real property. Additionally, the exercise of a purchase option may result in the related mortgage loan being prepaid during a period when voluntary prepayments are otherwise prohibited.

Risks Relating to Borrowers’ Organization or Structure

With respect to most of the mortgage loans, the 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, subject to exceptions, generally limit the borrowers’ ability to incur additional indebtedness other than trade payables and equipment financing relating to the mortgaged properties in the ordinary course of business. 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. However, we cannot assure you that the related borrowers will comply with these requirements. Also, although a borrower may currently be structured as a single-purpose entity, such borrower may have previously owned property other than the related mortgaged property and/or may not have observed all covenants and conditions which typically are required to view a borrower as a ‘‘single purpose entity’’ under standard rating agency criteria. There can be no assurance that circumstances that arose or may arise when the borrower did not or does not observe the required covenants will not impact the borrower or the related mortgaged property. In addition, most of the borrowers and their owners do not have an independent director whose consent would be required to file a voluntary bankruptcy petition on behalf of such borrower. One of the purposes of an independent director of the borrower (or of a special-purpose entity having an interest in the borrower) is to avoid a bankruptcy petition filing which is intended solely to benefit an affiliate and is not justified by the borrower’s own economic circumstances. Borrowers (and any special purpose entity having an interest in any such borrowers) that do not have an independent director may be more likely to file a voluntary bankruptcy petition and therefore less likely to repay the related mortgage loan. The bankruptcy of a borrower, or the general partner or the managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. In certain jurisdictions, mortgage loans may be structured with a borrower (obligated under the related note) that is different from the owner of the mortgaged property. In such cases, the related property owner, although not obligated under the note, will guaranty all amounts payable by the borrower under the related note which guaranty is secured by an indemnity

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deed of trust in favor of the lender executed by the property owner. With respect to certain references to the borrower in this prospectus supplement, such references may apply to such property owner instead.

With respect to 17 mortgage loans, representing 19.18% of the outstanding pool balance, 9.64% of the Loan Group 1 Balance and 7.04% of the Loan Group 2 Balance as of the cut-off date, two or more borrowers own the related mortgaged property as tenants-in-common. The mortgage loans are:

•  369 Lexington Avenue
•  2 West 46th Street
•  Morgan Resort Portfolio
•  North Bronx Portfolio
•  Regions Center
•  17320 Gale Avenue
•  Towne South Center
•  Country Inn & Suites Calabasas
•  290 Madison Avenue
•  Mesa Gardens
•  Vestin Corporate Center
•  Fairfield Inn Manhattan KS
•  Signature Place
•  Euclid Medical Center
•  Commercial Vehicles Group Building
•  Eagle Ridge Apartments
•  Contempo MHC

Under certain circumstances, a tenant-in-common can be forced to sell its property, including by a bankruptcy trustee, one or more other tenants-in-common seeking to partition the property and/or by a governmental lienholder in the event of unpaid taxes. Such forced sale or action for partition of a mortgaged property may occur during a market downturn and could result in an early repayment of the related mortgage loan, a significant delay in recovery against the tenant-in-common borrowers and/or a substantial decrease in the amount recoverable. These factors could cause losses to certificateholders. In most cases, the related tenant-in-common borrower waived its right to partition or the attempted exercise of such right of partition is an event of default, or a tenant-in-common borrower or its constituent owners will be personally liable for losses suffered by the lender as a result of the exercise of such right of partition, thereby reducing the risk of partition. However, there can be no assurance that, if challenged, this waiver would be enforceable. In addition, because the tenant-in-common structure may cause delays in the enforcement of remedies (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), in most cases, the related tenant-in-common borrower is a special purpose entity (in some cases bankruptcy-remote), reducing the risk of bankruptcy. In addition, in some cases, the related mortgage loan documents provide for full or partial recourse to the related tenant-in-common borrower and the related guarantor if a tenant-in-common borrower files for bankruptcy. However, there can be no assurance that a bankruptcy proceeding by a single tenant-in-common borrower will not delay enforcement of this mortgage loan. Additionally, in some cases, subject to the terms of the related mortgage loan documents, the

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tenant-in-common borrowers may assign their interests to one or more tenant-in-common borrowers. Such increase in the number of tenant-in-common borrowers increases the risks related to this ownership structure.

Risks Related to Additional Debt

The mortgage loans generally prohibit the borrower from incurring any additional debt secured by the mortgaged property without the consent of the lender. Generally, none of the Depositor, the mortgage loan sellers, the underwriters, the servicers, the special servicer or the trustee have made any investigations, searches or inquiries to determine the existence or status of any subordinate secured financing with respect to any of the mortgaged properties at any time following origination of the related mortgage loan. However, the mortgage loan sellers have informed us that they are aware of the actual or potential additional debt secured by a mortgaged property with respect to the mortgage loans described under ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.’’

Except to the extent set forth in this paragraph, all of the mortgage loans either prohibit future unsecured subordinated debt that is not incurred in the ordinary course of business, or require lender’s consent to incur such debt. Moreover, in general, any borrower that does not meet the single-purpose entity criteria may not be prohibited from incurring additional debt. This additional debt may be secured by other property owned by such borrower. Certain of these borrowers may have already incurred additional debt. Also, in certain cases, co-mortgagors have executed the mortgage in order to encumber adjoining property or related property interests. Such co-mortgagors may not be special purpose entities, and in such cases could have obligations, debt and activities unrelated to the mortgaged property. The mortgage loan sellers have informed us that they are aware of actual or potential unsecured debt with respect to the mortgage loans described under ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Other Financing.’’

Although the mortgage loans generally restrict the transfer or pledging of controlling general partnership and managing member equity interests in a borrower subject to certain exceptions and except to the extent set forth in this paragraph, the terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of less than a certain specified portion of the general partnership, managing membership, limited partnership or non-managing membership equity interests in a borrower. In addition, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine debt secured by pledges of their equity interests in such borrower. With respect to mezzanine financing, 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 mortgage loans that permit mezzanine financing, the relative rights of the mortgagee and the related mezzanine lender will generally be set forth in an intercreditor agreement, which agreements typically provide that the rights of the mezzanine lender (including the right to payment) against the mortgage loan borrower and mortgaged property are subordinate to the rights of the mortgage loan lender and that the mezzanine lender may not take any enforcement action against the mortgage loan borrower and mortgaged property. The mortgage loan sellers have informed us that they are aware of existing or potential mezzanine debt with respect to the mortgage loans described under ‘‘Description of the Mortgage Pool— Certain Terms and Conditions of the Mortgage Loans—Other Financing.’’

Although the terms of the mortgage loans generally prohibit additional debt of the borrowers and debt secured by ownership interests in the borrowers, except as provided above, it has not been confirmed whether or not any of the borrowers have incurred additional secured or unsecured debt, or have permitted encumbrances on the ownership interests in such borrowers. There can be no assurance that the borrowers have complied with the restrictions on indebtedness contained in the related mortgage loan documents.

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When a borrower (or its constituent members) also has one or more other outstanding loans (even if subordinated or mezzanine loans), the trust is subjected to additional risk. The borrower may have difficulty servicing and repaying multiple loans. The existence of another loan generally makes it more difficult for the borrower to obtain refinancing of the mortgage loan and may thereby jeopardize repayment of the mortgage loan. Moreover, the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property. In addition, with respect to the mezzanine financing, in most of these cases a mezzanine lender will have a right to purchase a mortgage loan in certain default situations. This may cause an early prepayment of the related mortgage loan.

Additionally, if the borrower (or its constituent members) defaults on the mortgage loan and/or any other loan, actions taken by other lenders could impair the security available to the trust. If a junior lender files an involuntary petition for bankruptcy against the borrower (or the borrower files a voluntary petition to stay enforcement by a junior lender), the trust’s ability to foreclose on the property would be automatically stayed, and principal and interest payments might not be made during the course of the bankruptcy case. The bankruptcy of another lender also may operate to stay foreclosure by the trust.

Further, if another loan secured by the mortgaged property is in default, the other lender may foreclose on the mortgaged property or, in the case of a mezzanine loan, the related mezzanine lender may exercise its purchase rights, in each case, absent an agreement to the contrary, thereby causing a delay in payments and/or an involuntary repayment of the mortgage loan prior to its maturity date or its anticipated repayment date, as applicable. The trust may also be subject to the costs and administrative burdens of involvement in foreclosure proceedings or related litigation.

Bankruptcy Proceedings Entail Certain Risks

Under the federal bankruptcy code, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the real property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property (subject to certain protections available to the lender). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property. This action would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may:

•  grant a debtor a reasonable time to cure a payment default on a mortgage loan;
•  reduce monthly payments due under a mortgage loan;
•  change the rate of interest due on a mortgage loan; or
•  otherwise alter the 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. Additionally, the borrower’s trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

Under the federal bankruptcy code, the lender will be stayed from enforcing a borrower’s assignment of rents and leases. The federal bankruptcy code also may interfere with the trustee’s ability to enforce any lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and may significantly delay the lender’s receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.

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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.

Certain of the mortgage loans may have a sponsor that has filed for bankruptcy protection more than ten years ago. In all cases of which we are aware, the entity that was in bankruptcy has emerged from bankruptcy, although such entity may have emerged from bankruptcy within the last ten years. Certain of the mortgage loans may have had a sponsor that filed (or a sponsor that caused an entity under its control to file) for bankruptcy protection within the last ten years. However, we cannot assure you that, with respect to a sponsor that has filed for bankruptcy in the past, such sponsor will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the lender to enforce its rights under the related loan documents. Nor can we assure you that the bankruptcies of sponsors have in all cases been disclosed to us.

Lack of Skillful Property Management Entail Risks

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is generally responsible for:

•  responding to changes in the local market;
•  planning and implementing the rental structure;
•  operating the property and providing building services;
•  managing operating expenses; and
•  assuring that maintenance and capital improvements are carried out in a timely fashion.

Properties deriving revenues primarily from short-term sources, such as hotels and self storage facilities, are generally more management intensive than properties leased to creditworthy tenants under long-term leases.

A good property manager, by controlling costs, providing appropriate service to tenants and seeing to the maintenance of improvements, can improve cash flow, reduce vacancy, leasing and repair costs and preserve the building’s value. On the other hand, management errors can, in some cases, impair short-term cash flow and the long-term viability of an income-producing property.

No representation or warranty can be made as to the skills or experience of any present or future managers. Many of the property managers are affiliated with the borrower and, in some cases, such property managers may not manage any other properties. Additionally, there can be no assurance that the related property manager will be in a financial condition to fulfill its management responsibilities throughout the terms of its respective management agreement.

Risks of Inspections Relating to Property

Licensed engineers or consultants inspected the mortgaged properties in connection with the origination of the mortgage loans to assess items such as structure, exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, there is no assurance that all conditions requiring repair or replacement were identified, or that any required repairs or replacements were effected.

Risks to the Mortgaged Properties Relating to Terrorist Attacks

On September 11, 2001, the United States was subjected to multiple terrorist attacks, resulting in the loss of many lives and massive property damage and destruction in New York City, the Washington, D.C. area and Pennsylvania. Terrorist attacks may adversely affect the

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revenues or costs of operation of the mortgaged properties. It is possible that any further terrorist attacks could (i) lead to damage to one or more of the mortgaged properties, (ii) result in higher costs for insurance premiums or diminished availability of insurance coverage for losses related to terrorist attacks, particularly for a large mortgaged property, which could adversely affect the cash flow at such mortgaged property, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue, retail traffic and percentage rent. In particular, the decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel properties and those mortgaged properties in tourist areas, which could reduce the ability of those mortgaged properties to generate cash flow. These disruptions and uncertainties could materially and adversely affect the value of, and an investor’s ability to resell, the certificates. See ‘‘—Property Insurance’’ below.

Recent Developments May Increase the Risk of Loss on the Mortgage Loans

The government of the United States has implemented full scale military operations against Iraq and continues to maintain a military presence in Afghanistan. In addition, the government of the United States has stated that it is likely that future acts of terrorism may take place. It is impossible to predict the extent to which any such military operations or any future terrorist activities, either domestically or internationally, may affect the domestic and world economy, financial markets, real estate markets, insurance costs and investment trends within the United States and abroad. These disruptions and uncertainties could materially and adversely affect the borrowers’ abilities to make payments under the mortgage loans, the ability of each transaction party to perform their respective obligations under the transaction documents to which they are a party, the value of the certificates and the ability of an investor to resell the certificates.

Property Insurance

Subject to certain exceptions including where the mortgage loan documents permit the borrower to rely on self-insurance provided by a tenant, the related mortgage loan documents require the related borrower to maintain, or cause to be maintained, property and casualty insurance. However, the mortgaged properties may suffer losses due to risks that were not covered by insurance or for which the insurance coverage is inadequate. Specifically, certain of the insurance policies may expressly exclude coverage for losses due to mold, environmental hazards, certain acts of nature, terrorist activities or other insurable conditions or events.

In addition certain of the mortgaged properties are located in California, Washington, Texas, Oregon, Nevada and along the Southeastern coastal areas of the United States. These areas have historically been at greater risk regarding acts of nature (such as earthquakes, floods, landslides and hurricanes) than other states. The loans do not generally require the borrowers to maintain earthquake or windstorm insurance and the related borrowers may not have adequate coverage should such an act of nature occur.

There is no assurance that borrowers will maintain the insurance required under the mortgage loan documents or that such insurance will be adequate. Moreover, if reconstruction or any major repairs are required, changes in laws may materially affect the borrower’s ability to effect any reconstruction or major repairs or may materially increase the costs of the reconstruction or repairs.

In 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

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Program. The Terrorism Insurance Program was originally scheduled to expire on December 31, 2005. However, on December 22, 2005, the Terrorism Risk Insurance Extension Act of 2005 was enacted, which extended the duration of the Terrorism Insurance Program until December 31, 2007.

The Terrorism Insurance Program is administered by the Secretary of the Treasury and, through December 31, 2007, 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.

In addition, with respect to any act of terrorism occurring after March 31, 2006, no compensation will be paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $50 million (or, if such insured losses occur in 2007, $100 million). As a result, unless the borrowers obtain separate coverage for events that do not meet that threshold (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.

The Treasury Department has established procedures for the program under which the federal share of compensation will be equal to 90% (or, in 2007, 85%) 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 2007, 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.

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.

The various forms of insurance maintained with respect to any of the mortgaged properties, including property and casualty insurance, environmental insurance and earthquake insurance, may be provided under a blanket insurance policy, covering other real properties, some of which may not secure mortgage loans in the trust. As a result of total limits under blanket policies, losses at other properties covered by the blanket insurance policy may reduce the amount of insurance coverage available with respect to a mortgaged property securing one of the mortgage loans in the trust and the amounts available could be insufficient to cover insured risks at such mortgaged property.

With respect to certain of the mortgage loans that we intend to include in the trust, the related mortgage loan documents generally provide that the borrowers are required to maintain comprehensive standard extended coverage casualty insurance but may not specify the nature of the specific risks required to be covered by these insurance policies.

With respect to certain of the mortgage loans, the standard extended coverage policy specifically excludes terrorism insurance from its coverage. In certain of those cases, the related borrower obtained supplemental terrorism insurance. In other cases, the lender did not require that terrorism insurance be maintained.

In addition, in many cases where terrorism insurance is required, such insurance may be required only to the extent it can be obtained for premiums less than or equal to the ‘‘cap’’ amount specified in the related mortgage loan documents, only if it can be purchased at commercially reasonable rates and/or only with a deductible at a certain threshold.

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Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or the special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standards, that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonable rates (which determination, with respect to terrorism insurance, will be subject to consent of the directing holder (which is generally (except with respect to the mortgage loans that are part of a split loan structure) the holder of the majority interest of the most subordinate class then outstanding and with respect to the mortgage loans that are part of a split loan structure, as described under ‘‘The Pooling and Servicing Agreement—Special Servicing—The Directing Holder’’ in this prospectus supplement)) and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic region in which such mortgaged property is located. Additionally, if the related borrower fails to maintain such insurance, neither the master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standards, that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis. If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

Appraisals and Market Studies Have Certain Limitations

An appraisal or other market analysis was conducted with respect to the mortgaged properties in connection with the origination or acquisition of the related mortgage loans. The resulting estimates of value are the bases of the cut-off date loan-to-value ratios referred to in this prospectus supplement. Those estimates represent the analysis and opinion of the person performing the appraisal or market analysis and are not guarantees of present or future values. There can be no assurance that another appraiser would not have arrived at a different evaluation, even if such appraiser used the same general approach to, and the same method of, appraising the mortgaged property. Moreover, the values of the mortgaged properties may have fluctuated significantly since the appraisal or market study was performed. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. In certain cases, appraisals may reflect ‘‘as stabilized’’ values, reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. Information regarding the appraised values of mortgaged properties available to the Depositor as of the cut-off date is presented in Annex A-1 to this prospectus supplement for illustrative purposes only. See ‘‘Description of the Mortgage Pool—Additional Loan Information’’ in this prospectus supplement.

Tax Considerations Related to Foreclosure

If the trust acquires a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer will generally retain an independent contractor to operate the mortgaged property. Among other things, the independent contractor generally will not be

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able to perform construction work, other than repair, maintenance or certain types of tenant build-outs, unless the construction was at least 10% completed when default on the mortgage loan becomes imminent. Furthermore, any net income from such operation (other than qualifying ‘‘rents from real property’’), or any rental income based on the net profits of a tenant or sub-tenant or allocable to a non-customary service, will subject the Lower-Tier REMIC to federal tax on such income at the highest marginal corporate tax rate (currently 35%) and possibly state or local tax. ‘‘Rents from real property’’ does not include 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. In such event, the net proceeds available for distribution to certificateholders will be reduced. The special servicer may permit the Lower-Tier REMIC to earn ‘‘net income from foreclosure property’’ that is subject to tax if it determines that the net after-tax benefit to certificateholders is greater than under another method of operating or leasing the mortgaged property. See ‘‘The Pooling and Servicing Agreement—Realization Upon Defaulted Mortgage Loans’’ in this prospectus supplement.

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 the properties. These state or local taxes may reduce net proceeds available for distribution with respect to the certificates.

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 or would survive a mortgage loan foreclosure or deed in lieu of foreclosure.

Risks Related to Enforceability

All of the mortgages permit the lender to accelerate the debt upon default by the borrower. The courts of all states will enforce acceleration clauses in the event of a material payment default, subject in some cases to a right of the court to revoke such acceleration and reinstate the mortgage loan if a payment default is cured. Courts, however, may refuse to permit foreclosure or acceleration if a default is deemed immaterial or the exercise of those remedies would be unjust or unconscionable or if a material default is cured.

If a mortgaged property has tenants, the borrower typically assigns its income as landlord to the lender as further security, while retaining a license to collect rents as long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. In certain jurisdictions, such assignments may not be perfected as security interests until the lender takes actual possession of the property’s cash flow. In some jurisdictions, the lender may not be entitled to collect rents until the lender takes possession of the property and secures the appointment of a receiver. In which event, the receiver, rather than the lender, would be entitled to collect the rents. A receiver generally may not be appointed as a matter of right, and appointment of a receiver may be delayed or subject to a court’s approval. In addition, as discussed above, if bankruptcy or similar proceedings are commenced by or for the borrower, the lender’s ability to collect the rents may be adversely affected.

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Risks Related to Cross-Collateralization and Multi-Borrower Arrangements

There are 3 groups of cross-collateralized and cross-defaulted mortgage loans representing 5.08% of the outstanding pool balance and 6.17% of the Loan Group 1 balance as of the cut-off date. Cross-collateralization arrangements seek to reduce the risk that one mortgaged property may not generate net operating income sufficient to pay debt service. Cross-collateralization arrangements involving more than one borrower or mortgage loans to co-borrowers secured by multiple properties or multiple parcels within a single mortgaged property could be challenged as a fraudulent conveyance by creditors of a borrower or by the representative of the bankruptcy estate of a borrower if a borrower were to become a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and:

•  was insolvent or was rendered insolvent by such obligation or transfer,
•  was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person was unreasonably small capital or
•  intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured.

Accordingly, a lien granted by a borrower to secure repayment of another borrower’s mortgage loan could be avoided if a court were to determine that:

•  such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, or was left with unreasonably small capital, or was not able to pay its debts as they matured and
•  the borrower did not, when it allowed its mortgaged property to be encumbered by a lien securing the entire indebtedness represented by the other mortgage loan, receive fair consideration or reasonably equivalent value for pledging such mortgaged property for the equal benefit of the other borrower.

If the lien is avoided, the lender would lose the benefits afforded by such lien. In addition, the lender would experience delay in exercising remedies with respect to cross-collateralized loan groups involving properties located in more than one state or jurisdiction.

Two groups of cross-collateralized and cross-defaulted mortgage loans representing, in the aggregate, 4.42% of the outstanding pool balance and 5.38% of the Loan Group 1 balance as of the cut-off date include mortgage loans with different maturity dates, which will cause the benefits afforded by such cross-collateralization to be lost upon payment in full of the related mortgage loan with the earlier maturity date.

State Law Limitations Entail Certain Risks

23 mortgage loans, representing 21.53% of the outstanding pool balance, 22.43% of the Loan Group 1 balance and 17.37% of the Loan Group 2 balance as of the cut-off date, are secured by more than one mortgaged property.

Some states (including California) have laws prohibiting more than one ‘‘judicial action’’ to enforce a mortgage obligation. Some courts have construed the term ‘‘judicial action’’ broadly. In the case of a mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on mortgaged properties located in states where such ‘‘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. As a result, the ability to realize upon the mortgage loans may be limited by the application of state laws. Foreclosure actions may also, in certain circumstances,

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subject the trust to liability as a ‘‘lender-in-possession’’ or result in the equitable subordination of the claims of the trustee to the claims of other creditors of the borrower. The special servicer may take these state laws into consideration in deciding which remedy to choose following a default by a borrower.

Leasehold Interests Entail Certain Risks

28 mortgaged properties, which represent security for 9.56% of the outstanding pool balance, 11.03% of the Loan Group 1 balance and 2.75% of the Loan Group 2 balance as of the cut-off date, are secured by a mortgage on (i) the borrower’s leasehold (or subleasehold) interest in the related mortgaged property and not the related fee simple interest or (ii) the borrower’s leasehold interest in portion of the related mortgaged property and the borrower’s fee simple interest in the remainder of the related mortgaged property.

Leasehold mortgage loans are subject to certain 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 interest were to be terminated upon a lease default or in connection with a lessor or lessee bankruptcy, the leasehold mortgagee would lose its security in such leasehold interest. Generally, the related ground lease requires the lessor to give the leasehold mortgagee notice of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to the leasehold mortgagee or the purchaser at a foreclosure sale, and may contain certain other provisions beneficial to a mortgagee. Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee generally has the right to remain in possession of its leased premises paying the rent required under the lease for the term of the lease (including renewals), although in certain cases a bankrupt lessor may obtain court approval to dispose of the related property free and clear of the lessee’s interest. If a debtor lessee/borrower rejects any or all of its leases, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lessor specifically grants the lender such right. If both the lessor and the lessee/borrowers are involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt lessee/borrower’s obligation to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage.

The ground leases securing the mortgaged properties may provide that the ground rent payable thereunder increases during the term of the lease. These increases may adversely affect the cash flow and net income of the borrower from the mortgaged property.

Potential Absence of Attornment Provisions Entails Risks

In some jurisdictions, if tenant leases are subordinate to the liens created by the mortgage and do not contain attornment provisions (i.e., provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced.

If a lease is not subordinate to a mortgage, the trust will not have the right to dispossess the tenant upon foreclosure of the mortgaged property (unless it has otherwise agreed with the tenant). If the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage.

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Risks Related to Zoning Laws

Due to changes in applicable building and zoning ordinances and codes that have come into effect after the construction of improvements on certain of the mortgaged properties, some improvements may not comply fully with current zoning laws (including density, use, parking and set-back requirements) but qualify as permitted non-conforming uses. These changes may limit the ability of the related borrower to rebuild the premises ‘‘as is’’ in the event of a substantial casualty loss and may adversely affect the ability of a borrower to meet its mortgage loan obligations from cash flow. Insurance proceeds may not be sufficient to pay off such mortgage loan in full, particularly where the insurable value of the improvements on the related mortgaged property (and the related recovery) is substantially less than the outstanding balance of the mortgage loan. In addition, if the mortgaged property was to be repaired or restored in conformity with then-current law, its value could be less than the remaining principal balance on the mortgage loan and it may produce less revenue than before the repair or restoration.

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be ‘‘legal non-conforming uses’’ or ‘‘legal non-conforming structures.’’ 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 the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities.

Risks Related to Litigation

There may be pending or threatened legal proceedings against the borrowers and managers of the mortgaged properties and their respective affiliates arising out of the ordinary business of the borrowers, managers and affiliates, which litigation could have a material adverse effect on your investment. For example, in the case of one mortgage loan, Orchard Hill Park, representing 0.93% of the outstanding pool balance (and 1.13% of the Loan Group 1 balance), as of the cut-off date, the mortgaged property is the subject of litigation initiated by adjacent landowners contesting related zoning approvals. The trial court found in favor of the defendant Board of Zoning Appeals, as did the state appeals court in the ensuing appeal, but a further appeal is pending. If adversely adjudicated on appeal, the case would be remanded to the Board of Zoning Appeal for reconsideration of the initial approval, and there is no assurance that the existing project would be permitted to the same extent as the initial approval.

Risks Related to Compliance with Americans With Disabilities Act

Under the Americans with Disabilities Act of 1990, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. To the extent that a mortgaged property securing a mortgage loan does not comply with the Americans with Disabilities Act of 1990, the related borrowers may incur costs complying with the Americans with Disabilities Act of 1990. In addition, noncompliance could result in the imposition of fines by the federal government or an award of damages to private litigants.

Mortgage Electronic Registration Systems (MERS)

The mortgages or assignments of mortgages for some of the mortgage loans have been or may be recorded in the name of Mortgage Electronic Registration Systems, Inc. (‘‘MERS’’), solely as nominee for the related Mortgage Loan Seller and its successor and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS system. The recording of mortgages in the name of MERS is a new practice in the commercial mortgage lending industry. Public recording officers and others have limited, if any, experience with lenders seeking to foreclose mortgages, assignments of which are registered with MERS. Accordingly, delays and additional costs in commencing, prosecuting and completing

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foreclosure proceedings and conducting foreclosure sales of the mortgaged properties could result. Those delays and the additional costs could in turn delay the distribution of liquidation proceeds to certificateholders and increase the amount of losses on the loans.

Conflicts of Interest

Directing Holder May Direct Special Servicer Actions

The special servicer is generally given considerable latitude in determining whether and in what manner to liquidate or modify defaulted mortgage loans. The directing holder has certain rights to advise and direct the special servicer to take or refrain from taking certain actions with respect to the mortgage loans. The directing holder, with respect to the mortgage loans that are not part of a split loan structure is generally the holder of the majority in interest of the controlling class. The directing holder, with respect to the mortgage loans that are part of a split loan structure and are serviced by the servicer, is as described in ‘‘The Pooling and Servicing Agreement—Special Servicing—The Directing Holder’’ in this prospectus supplement. The directing holder is also generally entitled to remove (at its own expense if such removal is not for cause) the special servicer with or without cause. See ‘‘The Pooling and Servicing Agreement—Special Servicing—The Directing Holder’’ in this prospectus supplement. The controlling class is the most subordinated (or, under certain circumstances, the next most subordinated) class of certificates outstanding from time to time, and such holders may have interests in conflict with those of the holders of the other certificates. For instance, the holders of certificates of the controlling class might desire to mitigate the potential for loss to that class from a troubled mortgage loan by deferring enforcement in the hope of maximizing future proceeds. However, the interests of the trust may be better served by prompt action, since delay followed by a market downturn could result in fewer proceeds to the trust than would have been realized if earlier action had been taken. The controlling class representative has no duty to act in the interests of any class other than the controlling class. The directing holder has no duty to act in the interests of any class of certificates (other than the controlling class if the controlling class representative is the directing holder). However, the pooling and servicing agreement provides that neither the master servicer nor the special servicer may follow a direction of the directing holder if such direction could cause it to violate the servicing standards. See also ‘‘Conflicts Between Certificateholders and Holders of Companion Loans’’ in this prospectus supplement. It is expected that LNR Securities Holdings, LLC will be the initial controlling class representative and that as such, the initial controlling class representative will be an affiliate of LNR Partners, Inc., the special servicer with respect to the mortgage loans (other than the EZ Storage Portfolio loan).

Related Parties May Acquire Certificates or Experience Other Conflicts

Affiliates of the depositor, the mortgage loan sellers, the master servicer, the primary servicer or the special servicer may purchase a portion of the certificates. The purchase of certificates could cause a conflict between the master servicer’s, the primary servicer’s or the special servicer’s duties to the trust under the pooling and servicing agreement and its interests as a holder of a certificate. In addition, the directing holder generally has the right to remove the special servicer (but see the discussion with respect to the removal of the special servicer with respect to certain mortgage loans that are part of a split loan structure under ‘‘Description of the Mortgage Pool—Split Loan Structures’’ in this prospectus supplement) and appoint a successor, which may be an affiliate of such holder. However, the pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the primary servicer, the special servicer or any of their affiliates. See ‘‘The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments’’ in this prospectus supplement.

Additionally, any of those parties may, especially if it or an affiliate holds a subordinate certificate, or has financial interests in or other financial dealings with a borrower or sponsor

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under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates offered in this prospectus supplement. For instance, if the special servicer or an affiliate holds a subordinate certificate, the special servicer could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in hope of maximizing future proceeds. The special servicer might also seek to reduce the potential for such losses by accelerating a mortgage loan earlier than necessary in order to avoid advance interest or additional trust fund expenses. Either action could result in fewer proceeds to the trust than would be realized if alternate action had been taken. In general, the servicers are not required to act in a manner more favorable to the certificates offered in this prospectus supplement or any particular class of certificates that are subordinate to the certificates offered in this prospectus supplement.

Bank of America is one of the mortgage loan sellers, a sponsor and acts as the primary servicer with respect to certain mortgage loans sold to the depositor by Barclays Capital Real Estate Inc. (‘‘BCRE’’) and Bank of America. These affiliations could cause conflicts with a servicer’s duties to the trust fund under the pooling and servicing agreement and the related primary servicing agreement. However, the pooling and servicing agreement and the related primary servicing agreement provide that the mortgage loans shall be administered in accordance with the servicing standard described in this prospectus supplement without regard to an affiliation with a mortgage loan seller, any other party to the pooling and servicing agreement or any of their affiliates. See ‘‘The Pooling and Servicing Agreement—Servicing of the Mortgage Loans; Collection of Payments’’ in this prospectus supplement.

Additionally, the master servicer, primary servicer and special servicer service and will, in the future, service, in the ordinary course of their respective businesses, existing and new loans for third parties, including portfolios of loans similar to the mortgage loans that will be included in the trust. The real properties securing these other loans may be in the same markets as, and compete with, certain of the real properties securing the mortgage loans that will be included in the trust. Consequently, personnel of the master servicer, the primary servicer and the special servicer may perform services, on behalf of the trust, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. This may pose inherent conflicts for the master servicer, the primary servicer or the special servicer.

The activities of the mortgage loan sellers or their affiliates may involve properties that are in the same markets as the mortgaged properties underlying the certificates. In such cases, the interests of such mortgage loan sellers or such affiliates may differ from, and compete with, the interests of the trust, and decisions made with respect to those assets may adversely affect the amount and timing of distributions with respect to the certificates. Conflicts of interest may arise between the trust and a particular mortgage loan seller or its affiliates that engage in the acquisition, development, operation, financing and disposition of real estate if such mortgage loan seller acquires any certificates. In particular, if certificates held by a mortgage loan seller or an affiliate are part of a class that is or becomes the controlling class, the mortgage loan seller or its affiliate as a controlling class certificateholder would have the ability to influence certain actions of the special servicer under circumstances where the interests of the trust conflict with the interests of the mortgage loan seller or its affiliates as acquirers, developers, operators, financers or sellers of real estate related assets.

Additionally, certain of the mortgage loans included in the trust may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of a mortgage loan seller and the mortgage loan sellers or their affiliates may have or have had equity investments in the borrowers (or in the owners of the borrowers) or properties under certain of the mortgage loans included in the trust. Each of the mortgage loan sellers and their affiliates have made and/or may make or have preferential rights to make loans to, or equity investments in, affiliates of the borrowers under the mortgage loans. In addition, one of the

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mortgage loan sellers has a future funding obligation in respect of a subordinate companion mortgage loan that is not held by the trust fund.

Conflicts Between Property Managers and the Mortgage Loan Borrowers

A substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers. In addition, substantially all of the property managers for the mortgaged properties (or their affiliates) manage or may in the future manage additional properties, including properties that may compete with the mortgaged properties. Affiliates of the managers, and certain of the managers themselves, also may own other properties, including competing properties. The managers of the mortgaged properties may accordingly experience conflicts of interest in the management of such mortgaged properties.

Conflicts Between Certificateholders and Holders of Companion Loans

The Mall of America Loan

With respect to the Mall of America loan, representing 9.14% of the outstanding pool balance and 11.11% of the Loan Group 1 balance, in each case, as of the cut-off date, the related mortgaged property also secures two other pari passu companion loans. The Mall of America loan and the two pari passu companion loans will be serviced under the pooling and servicing agreement. Any decision to be made with respect to the Mall of America loan that requires approval under the pooling and servicing agreement or under the related intercreditor agreement will require the approval of the Directing Holder. The holders of the other pari passu companion loans will have non-binding consultation rights.

No certificateholder may take any action against any holder of a companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the two other pari passu companion loans may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the Mall of America loan represents approximately 45.70% of the aggregate principal balance of the three loans secured by the related mortgaged property. As a result, any determinations made by the controlling class representative will not necessarily be implemented and approvals to proposed actions of the servicer or the special servicer under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement.

The EZ Storage Portfolio Loan

With respect to the EZ Storage Portfolio loan, representing 3.97% of the outstanding pool balance and 4.83% of the Loan Group 1 balance, in each case, as of the cut-off date, the related mortgaged properties also secure one other pari passu companion loan. The EZ Storage Portfolio loan and the pari passu companion loan will be serviced under the pooling and servicing agreement related to the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 securitization. However, any decision to be made with respect to the EZ Storage Portfolio loan that requires the approval of the directing certificateholder under the pooling and servicing agreement related to the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 securitization or otherwise requires approval under the related intercreditor agreement will require the approval of a majority of the noteholders of the EZ Storage Portfolio loan combination and the controlling class representative will exercise such rights of the trust with respect to the EZ Storage Portfolio loan; provided, however, that if a majority of the noteholders do not agree, then the holder of the note included in the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 will control such decision.

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No certificateholder may take any action against any holder of the EZ Storage Portfolio companion loan (or its designee) for having acted solely in its respective interest. The interests of the holders of the other pari passu companion loan may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the EZ Storage Portfolio loan represents approximately 50.00% of the aggregate principal balance of the two loans secured by the related mortgaged properties. As a result, any determinations made by the controlling class representative will not necessarily be implemented and approvals to proposed actions of the master servicer or the special servicer under the related pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement.

The First City Tower Loan

With respect to the ‘‘First City Tower’’ loan, representing in the aggregate approximately 2.46% of the outstanding pool balance and 2.99% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan, only a portion of which has been funded as of the cut-off date. The First City Tower loan combination (which includes the First City Tower loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement

Pursuant to the terms of the related intercreditor agreement, the holder of the First City Tower subordinate companion loan has certain consent rights with respect to certain actions relating to the related mortgage loan as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the First City Tower B Loan.’’

The current holder of the First City Tower subordinate companion loan, including the related future funding obligations, is BCRE. The holder of the First City Tower subordinate companion loan (or its transferee) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. Additionally, the holder of the First City Tower B Loan will have the right to terminate the special servicer and appoint a replacement special servicer for the First City Tower loan combination. No certificateholder may take any action against the holder of the First City Tower subordinate companion loan for having acted solely in its own interest.

The Fortress/Ryan’s Portfolio Loan

With respect to the Fortress/Ryan’s Portfolio loan, representing 1.71% of the outstanding pool balance and 2.08% of the Loan Group 1 balance, in each case, as of the cut-off date, the related mortgaged property also secures one other pari passu companion loan. The Fortress/Ryan’s Portfolio loan and the pari passu companion loan will be serviced under the pooling and servicing agreement. Any decision to be made with respect to the Fortress/Ryan’s Portfolio Loan that requires approval under the pooling and servicing agreement or under the related intercreditor agreement will require approval of the holders of the Directing Holder. The holder of the pari passu companion loan will have the non-binding consultation rights.

Prior to the closing date, the Fortress/Ryan’s Portfolio pari passu companion loan will be deposited into the COBALT CMBS Commercial Mortgage Trust 2006-C1 commercial mortgage securitization. No certificateholder may take any action against any holder of a companion loan (or its designee) for having acted solely in its respective interest. The interests of the holder of the other pari passu companion loan may conflict with the interests of, and their decisions may adversely affect, the holders of one or more classes of certificates offered in this prospectus supplement.

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The Casual Male HQ Loan

With respect to the ‘‘Casual Male HQ’’ loan, representing in the aggregate approximately 0.84% of the outstanding pool balance and 1.02% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan. The Casual Male HQ loan combination (which includes the Casual Male HQ loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement.

Pursuant to the terms of the related intercreditor agreement, the holder of the Casual Male HQ subordinate companion loan has certain consent rights with respect to certain actions relating to the related mortgage loan as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Casual Male HQ B Loan.’’

The current holder of the Casual Male HQ subordinate companion loan is Bank of America, National Association. The holder of the Casual Male HQ subordinate companion loan (or its designee) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. Additionally, the holder of the Casual Male HQ B Loan will have the right to terminate the special servicer and appoint a replacement special servicer for the Casual Male HQ Loan combination. No certificateholder may take any action against the holder of the Casual Male HQ subordinate companion loan for having acted solely in its own interest.

The Sabre Office Centre Loan

With respect to the ‘‘Sabre Office Centre’’ loan, representing in the aggregate approximately 0.46% of the outstanding pool balance and 0.55% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan. The Sabre Office Centre loan combination (which includes the Sabre Office Centre loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement, except that prior to or after the curing of a material default, payments with respect to the Sabre Office Centre subordinate companion loan may be collected by a separate servicer for such loan.

The holder of the Sabre Office Centre subordinate companion loan will have the right under certain circumstances to approve various modifications or waivers affecting the Sabre Office Centre loan combination. This holder may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement.

No certificateholder may take any action against any holder of the Sabre Office Centre subordinate companion loan (or its designee) for having acted solely in its respective interests. The holder of the Sabre Office Centre subordinate companion loan may have interests in conflict with, and its decisions may adversely affect, the holders of the classes of certificates offered in this prospectus supplement. See, ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Sabre Office Centre B Loan’’ in this prospectus supplement.

The Summit Park Apartments Loan

With respect to the ‘‘Summit Park Apartments’’ loan, representing in the aggregate approximately 0.26% of the outstanding pool balance and 1.49% of the Loan Group 2 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan. The Summit Park Apartments loan combination (which includes the Summit Park Apartments loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement, except that prior to or after the curing of a material default, payments with respect to the Summit Park Apartments subordinate companion loan may be collected by a separate servicer for such loan.

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The holder of the Summit Park Apartments subordinate companion loan will have the right under certain circumstances to approve various modifications or waivers affecting the Summit Park Apartments loan combination. This holder may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement.

No certificateholder may take any action against any holder of the Summit Park Apartments subordinate companion loan (or its designee) for having acted solely in its respective interests. The holder of the Summit Park Apartments subordinate companion loan may have interests in conflict with, and its decisions may adversely affect, the holders of the classes of certificates offered in this prospectus supplement. See, ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Summit Park Apartments B Loan’’ in this prospectus supplement.

The Shoppes at Savannah Loan

With respect to the ‘‘Shoppes at Savannah’’ loan, representing in the aggregate approximately 0.25% of the outstanding pool balance and 0.31% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan. The Shoppes at Savannah loan combination (which includes the Shoppes at Savannah loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement, except that prior to or after the curing of a material default, payments with respect to the Shoppes at Savannah subordinate companion loan may be collected by a separate servicer for such loan.

The holder of the Shoppes at Savannah subordinate companion loan will have the right under certain circumstances to approve various modifications or waivers affecting the Shoppes at Savannah loan combination. This holder may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement.

No certificateholder may take any action against any holder of the Shoppes at Savannah subordinate companion loan (or its designee) for having acted solely in its respective interests. The holder of the Shoppes at Savannah subordinate companion loan may have interests in conflict with, and its decisions may adversely affect, the holders of the classes of certificates offered in this prospectus supplement. See, ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the Shoppes at Savannah B Loan’’ in this prospectus supplement.

The 777 Sunrise Highway Loan

With respect to the ‘‘777 Sunrise Highway’’ loan, representing in the aggregate approximately 0.11% of the outstanding pool balance and 0.14% of the Loan Group 1 balance as of the cut-off date, the related mortgaged property also secures a subordinate companion loan. The 777 Sunrise Highway loan combination (which includes the 777 Sunrise Highway loan identified in the immediately preceding sentence and its related subordinate companion loan) will be serviced under the pooling and servicing agreement, except that prior to or after the curing of a material default, payments with respect to the 777 Sunrise Highway subordinate companion loan may be collected by a separate servicer for such loan.

The holder of the 777 Sunrise Highway subordinate companion loan will have the right under certain circumstances to approve various modifications or waivers affecting the 777 Sunrise Highway loan combination. This holder may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement.

No certificateholder may take any action against any holder of the 777 Sunrise Highway subordinate companion loan (or its designee) for having acted solely in its respective interests. The holder of the 777 Sunrise Highway subordinate companion loan may have interests in conflict with, and its decisions may adversely affect, the holders of the classes of certificates offered in this prospectus supplement. See, ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holder of the 777 Sunrise Highway B Loan’’ in this prospectus supplement.

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You Will Have Less Control Over The Servicing of the EZ Storage Portfolio Loan

The EZ Storage Portfolio loan is secured by mortgaged properties that also secure another mortgage loan that is not an asset of the trust. The EZ Storage Portfolio loan is serviced and administered by Bank of America, National Association, the master servicer under a separate pooling and servicing agreement, and, if applicable, will be specially serviced by CWCapital Asset Management LLC, the special servicer under such pooling and servicing agreement. This other pooling and servicing agreement provides for a servicing arrangement that is similar but not identical to that under the pooling and servicing agreement. As a result, you will have less control over the servicing of the EZ Storage Portfolio loan than you would have if such mortgage loan was being serviced by the servicer and the special servicer pursuant to the terms of the pooling and servicing agreement. See ‘‘The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan’’ in this prospectus supplement.

Risks Related to the Offered Certificates

Risks Related to Prepayments and Repurchases

The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation of mortgaged properties, defaults and liquidations by borrowers, application of escrow amounts to the reduction of a mortgage loan’s principal balance, or repurchases upon a mortgage loan seller’s breach of representations or warranties, the exercise of a purchase option by a mezzanine lender, a subordinate companion loan noteholder or other party with such option. See ‘‘—Risks Related to the Mortgage Loans—Risks Related to Additional Debt,’’ ‘‘Description of the Mortgage Pool —Split Loan Structures,’’ ‘‘—Additional Loan Information—Definitions’’ ‘‘—Certain Terms and Conditions of the Mortgage Loans—Performance Escrows and Letters of Credit,’’ ‘‘—Other Financing,’’ and ‘‘The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution’’ in this prospectus supplement.

In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates will generally be based upon the particular Loan Group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 2.

In addition, although the borrowers of the anticipated repayment date loans may have certain incentives to prepay such mortgage loans on their anticipated repayment dates, we cannot assure you that the borrowers will be able to prepay the anticipated repayment date loans on their anticipated repayment dates. The failure of a borrower to prepay an anticipated repayment date loan on its anticipated repayment date will not be an event of default under the terms of such mortgage loans, and, pursuant to the terms of the pooling and servicing agreement, neither the servicer nor the special servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay interest at an increased rate, other than requests for collection, until the scheduled maturity of the respective anticipated repayment date loan; provided that the servicer or the special servicer, as the case may be, may take action to enforce the trust’s right to apply excess cash flow to principal in accordance with the terms of the documents of the anticipated repayment date loans. See ‘‘—Risks Related to the Mortgage Loans—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date’’ above.

The investment performance of your certificates may vary materially and adversely from your expectations if the actual rate of prepayment is higher or lower than you anticipate.

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Voluntary prepayments under certain mortgage loans may require payment of a yield maintenance charge unless the prepayment is made within a specified number of days of the stated maturity date or the anticipated repayment date, as applicable. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ and ‘‘—Property Releases’’ in this prospectus supplement. Nevertheless, there is no assurance that the related borrowers will refrain from prepaying their mortgage loans due to the existence of a yield maintenance charge or a prepayment premium. There is no assurance that involuntary prepayments will not occur. The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

•  the terms of the mortgage loans;
•  the length of any prepayment lock-out period;
•  the level of prevailing interest rates;
•  the availability of mortgage credit;
•  the applicable yield maintenance charges or prepayment premiums;
•  the servicer’s or special servicer’s ability to enforce those charges or premiums;
•  the occurrence of casualties or natural disasters; and
•  economic, demographic, tax, legal or other factors.

Generally, no yield maintenance charge or prepayment premium will be required for partial or full prepayments in connection with a casualty or condemnation (regardless of whether the source of such prepayment includes funds of the borrower in addition to the casualty or condemnation proceeds) unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing. In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to a breach of a representation or warranty or as a result of a document defect in the related mortgage file or a mezzanine lender, subordinate noteholder or subordinate companion loan holder exercises an option to purchase a mortgage loan under the circumstances set forth in the related mezzanine loan documents or intercreditor agreement, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, except that no prepayment premium or yield maintenance charge would be payable. Such a repurchase may therefore adversely affect the yield to maturity on your certificates.

With respect to one mortgage loan known as the ‘‘EZ Storage Portfolio Loan,’’ representing 3.97% of the outstanding pool balance and 4.83% of the initial loan group 1 balance, the first $7,500,000 of such mortgage loan is voluntarily prepayable without any requirement to pay a prepayment premium or yield maintenance charge. Such voluntary prepayments may occur under at any time if in connection with a property release, and after the expiration of the lockout period if not in connection with a property release.

Risks Related to Enforceability of Prepayment Premiums, Yield Maintenance Charges and Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums and lock-out periods may not be enforceable in some states and under federal bankruptcy law. Those provisions for charges and premiums also may constitute interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium or to prohibit prepayments will be enforceable. There is no assurance that the 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, there is no assurance that a court would not interpret those provisions as requiring a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable under applicable law, or usurious.

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Yield Considerations

The yield on any certificate offered in this prospectus supplement will depend on (i) the price at which such certificate is purchased by an investor and (ii) the rate, timing and amount of distributions on such certificate. The rate, timing and amount of distributions on any certificate will, in turn, depend on, among other things:

•  the interest rate for such certificate;
•  the rate and timing of principal payments (including principal prepayments) and other principal collections on or in respect of the mortgage loans and the extent to which such amounts are to be applied or otherwise result in a reduction of the certificate balance of such certificate;
•  the rate, timing and severity of losses on or in respect of the mortgage loans or unanticipated expenses of the trust;
•  the timing and severity of any interest shortfalls resulting from prepayments;
•  the timing and severity of any appraisal reductions; and
•  the extent to which prepayment premiums are collected and, in turn, distributed on such certificate.

The investment performance of the certificates offered in this prospectus supplement may be materially different from what you expected if the assumptions you made with respect to the factors listed above are incorrect.

The yield on any class of certificates whose pass-through rate is affected by the weighted average net mortgage interest rate could also be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates, since those classes bear interest at a rate limited by the weighted average net mortgage interest rate of the mortgage loans. The pass-through rates on such certificates may be limited by the weighted average of the net mortgage interest rates on the mortgage loans even if principal prepayments do not occur.

Risks Related to Borrower Default

The rate and timing of delinquencies or defaults on the mortgage loans will affect:

•  the aggregate amount of distributions on the certificates offered in this prospectus supplement;
•  their yield to maturity;
•  the rate of principal payments; and
•  their weighted average life.

As described in this prospectus supplement unless your certificates are Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A Certificates or the Class XP Certificates, your right to receive certain payments of principal and interest otherwise payable on your certificates will be subordinated to such rights of the holders of the more senior certificates and to such rights of the holders of the Class XS and Class XP Certificates. See ‘‘Description of the Offered Certificates—Distributions’’ in this prospectus supplement. Losses on the mortgage loans will be allocated to Class S, Class Q, 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, reducing amounts otherwise payable to each class. Any remaining losses will then be allocated to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, and with respect to interest losses only, the Class XS and Class XP Certificates based on their respective entitlements pro rata.

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Each class of certificates (other than the Class S, Class T, Class R and Class LR Certificates) is senior to certain other classes of certificates in respect of the right to receive distributions and the allocation of losses. If losses on the mortgage loans exceed the aggregate principal amount of the classes of certificates subordinated to such class, that class will suffer a loss equal to the full amount of such excess (up to the outstanding certificate balance of such class).

If you calculate your anticipated yield based on assumed rates of default and losses that are lower than the default rate and losses actually experienced and such losses are allocable to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain extreme scenarios, such yield could be negative. In general, the earlier a loss borne by your certificates occurs, the greater the effect on your yield to maturity.

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 cause your certificates to have a higher percentage ownership interest in the trust (and therefore related distributions of principal payments on the mortgage loans) than would otherwise have been the case. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless principal and interest advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any such delinquency or default.

Risks Related to Certain Payments

To the extent described in this prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred to the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and interest, a mortgage loan will be specially serviced, and the special servicer will be entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions and may lead to shortfalls in amounts otherwise distributable on your certificates.

Subject to certain conditions, Midland Loan Services, Inc. is entitled, under the pooling and servicing agreement, to receive, or to assign a portion of the master servicing fee referred to as the excess servicing strip. If Midland Loan Services, Inc. resigns or is terminated as master servicer, it (or its assignee) will continue to be entitled to receive the excess servicing strip and will be paid that excess servicing strip (except to the extent that any portion of that excess servicing strip is needed to compensate any successor master servicer for assuming the duties of Midland Loan Services, Inc. as master servicer for the mortgage loans that it is servicing under the pooling and servicing agreement). There can be no assurance that following any resignation or termination of Midland Loan Services, Inc. as master servicer, (a) any holder of the excess servicing strip would dispute the trustee’s determination that any portion of the excess servicing strip was necessary to compensate a successor master servicer or (b) the ability of the trustee to successfully recapture the excess servicing strip or any portion of that strip from any holder of the excess servicing strip, in particular if that holder were the subject of a bankruptcy or insolvency proceeding.

Risks of Limited Liquidity and Market Value

There is currently no secondary market for the certificates offered in this prospectus supplement. While the underwriters have advised that they currently intend to make a secondary market in the certificates offered in this prospectus supplement, they are under no

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obligation to do so. There is no assurance that a secondary market for the certificates offered in this prospectus supplement will develop. Moreover, if a secondary market does develop, we cannot assure you that it will provide you with liquidity of investment or that it will continue for the life of the certificates offered in this prospectus supplement. The certificates offered in this prospectus supplement will not be listed on any securities exchange. Lack of liquidity could result in a precipitous drop in the market value of the certificates offered in this prospectus supplement. In addition, the market value of the certificates offered in this prospectus supplement at any time may be affected by many factors, including then prevailing interest rates, and no representation is made by any person or entity as to the market value of any certificates offered in this prospectus supplement at any time.

The primary source of ongoing information available to investors concerning the Offered Certificates will be the reports distributed by the trustee discussed in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information.’’    Except as described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information,’’ there can be no assurance that any additional information regarding the offered certificates will be available through any other source. In addition, the depositor is not aware of any source through which price information about the offered certificates will be generally available on an ongoing basis. The limited nature of such information regarding the offered certificates may adversely affect the liquidity of the offered certificates, even if a secondary market for the offered certificates becomes available.

Subordination of Subordinate Offered Certificates

As described in this prospectus supplement, unless your certificates are the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A or Class XP Certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the certificates with an earlier alphabetical designation (or in the case of the Class A-M and Class A-J Certificates, to the rights of the holders of the foregoing specified classes with the Class A-M Certificates senior in right of payment to the Class A-J Certificates) and the Class XS and Class XP Certificates. See ‘‘Description of the Offered Certificates—Distributions’’ and ‘‘—Subordination’’ in this prospectus supplement.

Risk of Limited Assets

The certificates will represent interests solely in the assets of the trust and will not represent an interest in or an obligation of any other entity or person. Distributions on any of the certificates will depend solely on the amount and timing of payments on the mortgage loans.

Risks Relating to Lack of Certificateholder Control Over Trust

You generally do not have a right to vote, except with respect to certain amendments to the pooling and servicing agreement. Furthermore, you will generally not have the right to make decisions concerning trust administration. The pooling and servicing agreement gives the master servicer, the special servicer, the trustee or the REMIC administrator, as applicable, certain decision-making authority concerning trust administration. These parties may make decisions different from those that holders of any particular class of the certificates offered in this prospectus supplement would have made, and these decisions may negatively affect those holders’ interests.

Different Timing of Mortgage Loan Amortization Poses Certain Risks

As principal payments or prepayments are made on a mortgage loan that is part of a pool of loans, the pool may be subject to more risk with respect to the decreased diversity of

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mortgaged properties, types of mortgaged properties, geographic location and number of borrowers and affiliated borrowers, as described above under the heading ‘‘—Risks Related to the Mortgage Loans.’’    Classes that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or higher priority. This is so because principal on the certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the principal amount of the preceding class or classes entitled to receive principal have been reduced to zero.

Other Risks

The ‘‘Risk Factors’’ section in the prospectus describes other risks and special considerations that may apply to your investment in the certificates.

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TRANSACTION PARTIES

The Sponsors

German American Capital Corporation

German American Capital Corporation (‘‘GACC’’) is a sponsor of this securitization transaction. GACC or an affiliate of GACC originated all of the GACC Loans and underwrote all of the GACC Loans in this transaction. GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation. GACC is an affiliate of Deutsche Bank Securities Inc., one of the underwriters and an affiliate of the Depositor. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005. For more information regarding GACC and its securitization program, see ‘‘The Sponsor’’ in the prospectus.

A description of the underwriting standards of GACC is set forth in the prospectus under ‘‘The Sponsor—Underwriting Standards.’’

Barclays Capital Real Estate Inc.

Overview.    Barclays Capital Real Estate Inc. (‘‘BCRE’’), a Delaware corporation formed in 2004, is an indirect, wholly-owned subsidiary of Barclays Bank PLC. BCRE is an affiliate of Barclays Capital Inc., one of the underwriters.The executive offices of BCRE are located at 200 Park Avenue, New York, New York 10166. BCRE’s telephone number is (212) 412-4000.

BCRE’s primary business is the underwriting, origination, purchase and sale of mortgage and mezzanine loans secured by commercial or multifamily properties. BCRE began originating and securitizing commercial mortgage loans in 2004. As of December 31, 2005, the total amount of mortgage loans originated by BCRE since 2004 was approximately $10 billion, of which approximately $3 billion has been securitized by third-party unaffiliated entities acting as depositor.

The commercial mortgage loans originated by BCRE include both fixed and floating rate mortgage loans. BCRE primarily originates mortgage loans secured by retail, office, hotel, multifamily, industrial and self storage properties, but also originates loans secured by manufactured housing, movie theaters, parking garages and land, among other property types. BCRE and its affiliates also originate subordinate and mezzanine debt and participate in the origination of mortgage loans with other mortgage loan sellers.

As a sponsor, BCRE originates or acquires mortgage loans and, at times, together with other sponsors or mortgage loan sellers, initiates the securitization of those mortgage loans by transferring them to a securitization depositor, which in turn transfers them to the issuing entity for the related securitization. In coordination with its broker-dealer affiliate, Barclays Capital Inc., and other underwriters, BCRE works with rating agencies, investors, mortgage loans sellers and servicers in structuring the securitization transaction. BCRE acts as a sponsor and mortgage loan seller in transactions in which other entities act as sponsor or mortgage loan seller. Multiple seller transactions in which BCRE has participated include certain 2004 series of certificates whereby J.P. Morgan Chase Commercial Mortgage Securities Corp. was the depositor and certain 2005 and 2006 series of certificates issued under the Banc of America Commercial Mortgage Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Credit Suisse First Boston Mortgage Securities Corp. programs.

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The following table sets forth information with respect to originations and securitizations of commercial and multifamily mortgage loans by BCRE for the two years ending on December 31, 2005.


Year Total BCRE Loans(1)(2) Total BCRE Securitized Loans(1)(2)
2004 $ 3.0
$ 0.4
2005 $ 7.0
$ 2.6
Total $ 10.0
$ 3.0
(1) Approximate amounts in billions.
(2) BCRE Loans means all loans originated or purchased by BCRE in the relevant year. Loans originated in a given year that were not securitized in that year generally were held for securitization in the following year. BCRE Securitized Loans included in the table above include both fixed rate and floating rate loans and loans included in both public and private securitizations.

BCRE’s Underwriting Standards.    Generally, all of the BCRE mortgage loans were originated by BCRE. In each case, the mortgage loans generally will have been underwritten in accordance with BCRE’s general underwriting standards and guidelines as set forth below. Each lending situation is unique, however, and the facts and circumstances surrounding each mortgage loan, such as the quality, tenancy, and location of the real estate collateral, and the sponsorship of the borrower, will impact the extent to which the general underwriting standards and guidelines are applied to a specific mortgage loan. The underwriting criteria are general and there is no assurance that every mortgage loan will comply in all respects with the general underwriting standards and guidelines, and in many cases exceptions to one or more of these standards and guidelines apply. Accordingly, no representation is made that every mortgage loan will comply in all respects with the general underwriting standards and guidelines set forth below.

Mortgage Loan Analysis.    The underwriter for each mortgage loan is required to conduct a review of the related mortgaged property, generally including, but not limited to, an analysis of the historical property operating statements, if applicable, rent rolls, current and historical real estate taxes, a review of tenant leases, and analyze the appraisal, engineering report, seismic report, if applicable and environmental report. The credit and background of the borrower and certain key principals of the borrower are examined for financial strength and character prior to approval of the loan. This analysis generally includes a review of historical financial statements (which are generally unaudited), historical income tax returns of the borrower and its principals, third-party credit reports, judgment, lien, bankruptcy and pending litigation searches. Depending on the type of real property collateral involved and other relevant circumstances, the credit of key tenants also may be examined as part of the underwriting process. Generally, a member of the BCRE group visits the property for a site inspection to confirm occupancy and ascertain the overall quality and competitiveness of the property, including its physical attributes, neighborhood market, accessibility, visibility and demand generators. BCRE sometimes retains outside consultants to assist in its underwriting. As part of its underwriting procedures, BCRE generally also obtains certain third party reports or other documents in connection with various assessments and appraisals, such as assessments relating to property value and condition, environmental conditions and zoning and building code compliance.

Debt Service Coverage Ratio and LTV Ratio.    BCRE’s underwriting standards generally require a minimum debt service coverage ratio of 1.20x and a maximum LTV ratio of 80%. However, these requirements constitute solely guidelines, and exceptions to these guidelines may be approved based on the individual characteristics of the mortgage loan. The debt service coverage ratio guidelines set forth above are calculated based on anticipated underwritten net cash flow at the time of origination. Therefore, the debt service coverage ratio for each mortgage loan as reported elsewhere in this prospectus supplement may differ from the amount determined at the time of origination. In addition, BCRE’s underwriting

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standards generally permit a maximum amortization period of 30 years. However, certain loans may provide for an interest-only period during all or a portion of the term of the mortgage loan.

Escrow Requirements.    BCRE generally, but not in all cases, requires a borrower to fund various escrows for taxes and insurance, and may also require reserves for deferred maintenance, re-tenanting expenses and capital expenses. In some cases, the borrower is permitted to post a letter of credit or guaranty, or provide periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed, in lieu of funding a given reserve or escrow. BCRE conducts a case-by-case analysis to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every multifamily and commercial mortgage loan originated by BCRE.

Earnouts and Additional Collateral Loans.    Some of the mortgage loans are sometimes additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios.

Additional Debt.    Certain mortgage loans may have or permit in the future certain additional subordinate debt, either secured or unsecured. It is possible that BCRE or an affiliate will be the lender on that additional debt. The combined debt service coverage and loan-to-value ratios may be below 1.20x and above 80%, respectively, based on the existence of additional debt secured by the real property collateral or directly or indirectly by equity interests in the related borrower.

Loan Approval.    Prior to commitment and funding, all mortgage loans to be originated by BCRE must be approved by a loan committee comprised of one or more (depending on the loan size) senior real estate professionals from BCRE and must be approved by representatives from the bank’s credit department. The loan committee may either approve a mortgage loan as recommended, request additional due diligence, modify the loan terms, or decline a mortgage loan.

Servicing.    BCRE currently contracts with third party servicers to service the mortgage loans that it originates or acquires. Third party servicers are assessed based upon the credit quality of the servicing institution. Servicers may be reviewed for their systems and reporting capabilities, collection procedures and ability to provide loan-level data. In addition, BCRE may conduct background checks, meet with senior management to determine whether the servicer complies with industry standards or otherwise monitor the servicer on an ongoing basis. BCRE does not act as a servicer of the mortgage loans in its commercial mortgage loan securitizations. However, effective as of November 1, 2006, Barclays Bank PLC acquired substantially all of the assets relating to the U.S. subprime residential mortgage servicing business of HomEq Servicing Corporation. The new entity, Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, will be operating as a division of BCRE.

Bank of America, National Association

General.    Bank of America, National Association (‘‘Bank of America’’) is also a sponsor of this securitization transaction. Bank of America is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America is engaged in a general consumer banking, commercial banking, and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. Bank of America is a national banking association chartered by the Office of the Comptroller of the Currency (the ‘‘OCC’’) and is subject to the regulation, supervision and examination of the OCC.

Bank of America’s Securitization Program

Bank of America and its affiliates have been active in the securitization market since inception. Bank of America has sponsored publicly offered securitization transactions since

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1977. Bank of America and its affiliates have been involved with the origination of auto loans, student loans, home equity loans, credit card receivables, manufactured housing contracts, residential mortgage loans and commercial mortgage loans, as well as less traditional asset classes. Bank of America and its affiliates have also participated in a variety of collateralized loan obligation transactions, synthetic securitizations, and asset-backed commercial paper programs. Bank of America and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions.

Banc of America Commercial Mortgage Inc.’s securitization program principally is used to fund Bank of America’s commercial real estate business unit’s self-originated portfolio of loans secured by first liens on multifamily and commercial properties. Banc of America Commercial Mortgage Inc.’s securitization program may also include mortgage loans originated through correspondent arrangements. While Bank of America currently does not rely on securitization as a material funding source, Banc of America Commercial Mortgage Inc.’s securitization program is a material funding source for Bank of America’s portfolio of commercial real estate mortgage loans similar to the mortgage loans in this securitization.

The tables below indicate the size and growth of Bank of America’s commercial mortgage loan origination program. Loans originated by Bank of America have historically included primarily a mix of multifamily, office, retail, hotel and industrial and warehouse properties, though Bank of America has also regularly originated loans on a variety of other commercial property types, including but not limited to self-storage facilities, manufactured housing communities, parking garage facilities and golf courses.

Origination Volume
(Dollar Amount of Closed Loans)


  Year
Property Type 2002 2003 2004 2005 As of September
2006
Multifamily $ 872,868,916
$ 773,759,737
$ 846,810,000
$ 1,923,132,683
$ 1,119,889,114
Office 989,530,644
2,519,410,500
4,554,682,199
4,707,688,429
4,052,075,071
Retail 967,447,740
1,675,580,125
2,693,464,540
3,934,548,928
3,389,767,656
Industrial 95,233,700
244,734,000
442,700,000
383,918,812
396,666,667
Manufactured Housing
604,559,638
827,847,923
87,612,439
15,596,420
Self Storage 17,500,000
127,118,000
411,710,000
294,366,598
293,987,946
Lodging 130,000,000
346,350,000
2,465,433,338
4,087,452,198
2,623,491,885
Total $ 3,072,581,000
$ 6,291,512,000
$ 12,242,648,000
$ 15,418,720,087
$ 11,891,474,759

Bank of America serves as a sponsor and, if specified in the applicable prospectus supplement, a master, primary and/or special servicer in Banc of America Commercial Mortgage Inc.’s securitization program, in addition to owning all of the Banc of America Commercial Mortgage Inc.’s equity. Banc of America Securities LLC, an underwriter in this transaction, is an affiliate of Bank of America and assists Bank of America and Banc of America Commercial Mortgage Inc.’s in connection with the selection of mortgage loans for various transactions.

Bank of America’s headquarters and its executive offices are located at 101 South Tryon Street, Charlotte, North Carolina 28255, and the telephone number is (704) 386-5478.

Bank of America’s Underwriting Standards

Origination Channels.    Bank of America originates mortgage loans (i) directly to mortgagor/borrowers, (ii) indirectly to mortgagor/borrowers via the use of mortgage loan brokers and (iii) through other loan originators.

The Application.    Regardless of the channel in which the loan was originated, a mortgage application is completed containing information that assists in evaluating the adequacy of the

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mortgaged property as collateral for the loan, including the mortgagor’s credit standing and capacity to repay the loan. During the application process, the applicant is required to authorize Bank of America to obtain a credit report that summarizes the applicant’s credit history and any record of bankruptcy or prior foreclosure. In addition, the mortgagor and the principal of any borrower is required to complete a Certificate of Financial Condition which certifies to certain questions regarding it’s prior credit history. If the collateral is considered a multifamily dwelling, the mortgagor is also required to submit a Home Mortgage Disclosure Act (HMDA) Data Collection Form which provides certain information in order to allow the federal government to monitor Bank of America’s compliance with equal credit opportunity, fair housing, and home mortgage disclosure laws.

Further, the application requires supporting documentation (or other verification) for all material data provided by the mortgagor described in a checklist, including but not limited to the following:

•  Rent Roll
•  Existing Mortgage Verification
•  Credit References
•  Certified Financial Statements for Mortgagor and Borrower Principals
•  Tenant/Resident Leases
•  Ground Leases
•  Property Operating Statements
•  Real Estate Tax bills
•  Purchase Contract (if applicable)
•  Appraisal
•  Engineering Report
•  Seismic Report (if applicable)
•  Environmental Report
•  Site Plan
•  Certificate of Occupancy
•  Evidence of Zoning Compliance
•  Insurance Policies
•  Borrower Structure/Authority Documents

Underwriting Evaluation.    Each mortgage loan underwritten to Bank of America’s general underwriting standards is underwritten in accordance with guidelines established in Bank of America’s CMBS Capital Markets Commercial Conduit Guidelines and Procedures (‘‘Bank of America Guidelines’’). These underwriting standards applied by Bank of America are intended to evaluate the adequacy of the mortgaged property as collateral for the loan and the mortgagor’s repayment ability and credit rating. The underwriting standards as established in the Bank of America Guidelines are continually updated to reflect prevailing conditions in the CMBS market, new mortgage products, and the investment market for commercial loans.

Bank of America’s commercial real estate finance group has the authority, with the approval from the appropriate credit committee to originate fixed-rate, first lien mortgage loans for securitization. Bank of America’s commercial real estate operation is a vertically integrated entity, staffed by real estate professionals. Bank of America’s loan underwriting group is an integral component of the commercial real estate finance group which also includes distinct groups responsible for loan origination and closing mortgage loans.

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Upon receipt of a loan package, Bank of America’s loan underwriters commence an extensive review of the borrower’s financial condition and creditworthiness and the real estate which will secure the loan.

Loan Analysis.    Generally, Bank of America performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Bank of America also performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself Borrowers are generally required to be single-purpose entities although they are generally not required to be bankruptcy-remote entities. The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Bank of America requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a Bank of America staff member for compliance with program standards and such staff member approves or rejects such report. The results of these reviews are incorporated into the underwriting report.

Loan Approval.    Prior to commitment, all mortgage loans must be approved by Bank of America in accordance with its credit policies.

Escrow Requirements.    Bank of America requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Bank of America are as follows:

•  Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide for sufficient funds to satisfy all taxes and assessments.
•  Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide for sufficient funds to pay all insurance premiums.
•  Replacement Reserves—Replacement reserves are calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.
•  Immediate Repair / Environmental Remediation—Typically, an immediate repair or remediation reserve is required. An initial deposit, upon funding of the applicable mortgage loan, in an amount equal to at least 125% of the estimated costs of immediate repairs to be completed within the first year of the mortgage loan pursuant to the building condition report is required.

Tenant Improvement/Lease Commissions.    In some cases, major tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

Zoning and Building Code Compliance.    Bank of America will generally examine whether the use and operation of the mortgaged properties are in material compliance with zoning and land-use related ordinances, rules, regulations and orders applicable to the use of such mortgaged properties at the time such mortgage loans are originated. Bank of America will consider, among other things, legal opinions, certifications from government officials, zoning consultant’s reports and/or representations by the related borrower contained in the related

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mortgage loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers.

Hazard, Liability and Other Insurance.    Bank of America generally requires that each mortgaged property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related mortgage loan and 100% of the replacement cost of the improvements located on the related mortgaged property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation, provided that, in the case of certain of the mortgage loans, the hazard insurance may be in such other amounts as was required by the related originators.

In addition, if any material improvements on any portion of a mortgaged property securing any mortgage loan was, at the time of the origination of such mortgage loan, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, a flood insurance policy meeting any requirements of the then-current guidelines of the Federal Insurance Administration is required to be in effect with a generally acceptable insurance carrier, in an amount representing coverage generally not less than the least of (a) the outstanding principal balance of the related mortgage loan, (b) the full insurable value of the related mortgaged property, (c) the maximum amount of insurance available under the National Flood Insurance Act of 1973, or (d) 100% of the replacement cost of the improvements located on the related mortgaged property.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each mortgage loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the relate mortgaged property in an amount generally equal to at least $1,000,000.

Each mortgage loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related mortgaged property for not less than 12 months.

Required Third Party Reports.    Bank of America underwriters utilize specific information provided by licensed third party professionals in evaluating the collateral. The following reports are ordered by Bank of America:

•  Appraisal.    An independent appraiser that is either a member of MAI or state certified is required to perform an appraisal (or updated an existing appraisal) of each of the related mortgaged properties in connection with the origination of each mortgage loan to establish the appraised value of the related mortgaged property or properties. Such appraisal, appraisal update or property valuation is prepared on or about the ‘‘Appraisal As-Of Date’’ indicated on Annex A-I to this prospectus supplement, and except for certain mortgaged properties involving operating businesses, the appraiser represented in such appraisal or in a letter or other agreement that the appraisal conformed to the appraisal guidelines set forth in the Uniform Standards of Professional Appraisal Practice (UPAP). In general, such appraisals represent the analysis and opinions of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. All appraisals are in compliance with FIRREA.

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•  Property Condition Assessments.    Inspections of each of the mortgaged properties (other than in the case of mortgaged properties secured solely by an interest in land) are conducted by independent licensed engineers in connection with or subsequent to the origination of the related mortgage loan. Such inspections are generally commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property. The resulting reports may indicate deferred maintenance items and recommended capital improvements. The estimated cost of the necessary repairs or replacements at a mortgaged property is included in the related property condition assessment. In general, with limited exception, cash reserves are established, or other security obtained, to fund or secure the payment of such estimated deferred maintenance or replacement items. In addition, various mortgage loans require monthly deposits into cash reserve accounts to fund property maintenance expenses.
•  Environmental Site Assessment (‘‘ESA’’).    ESA’s are information-gathering investigations that identify environmental conditions that may impair, restrict the use of, and/or impose an environmental liability to the mortgaged property. A Phase I ESA consists of inquiries, interviews, inspections, and research of public records to identify known or potential environmental concerns. A Phase II ESA is a site specific investigation to determine the presence or absence of environmental concerns identified in the Phase I ESA. Bank of America requires a Phase I ESA for all properties regardless of age or location and each such report must be in compliance with current standards prescribed by The American Society of Testing and Materials (ASTM).
•  Seismic Reports.    A seismic report is required for all properties located in Seismic Zones 3 or 4 as determined in accordance with the Uniform Building Code.

Representations and Warranties.    As and to the extent described in this prospectus supplement, Bank of America will make representations and warranties regarding the mortgage loans that it transfers to the Depositor for the certificates.

General Electric Capital Corporation

General.    General Electric Capital Corporation (‘‘GECC’’) was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, the name of GECC was General Electric Credit Corporation. On July 2, 2001, GECC changed its state of incorporation to Delaware. All of GECC’s outstanding common stock is owned by General Electric Capital Services, Inc., formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly-owned, directly or indirectly, by General Electric Company (‘‘GE’’). Financing and services offered by GECC are diversified, a significant change from the original business of GECC, that is, financing distribution and sale of consumer and other GE products. GE manufactures few of the products financed by GECC.

GECC operates in four of GE’s operating segments described below. These operations are subject to a variety of regulations in their respective jurisdictions.

GECC’s services are offered primarily in North America, Europe and Asia. GECC’s principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927-1600. At December 31, 2005, GECC employed approximately 77,500.

GE Consumer Finance.    GE Consumer Finance offers credit and deposit products and services to consumers, retailers, brokers and auto dealers in over 50 countries. The GE Consumer Finance division offers a broad range of financial products, including private-label credit cards; bank cards; Dual Cards™; corporate travel and purchasing cards; personal loans; auto loans; leases and inventory financing; residential mortgages; home equity loans; debt

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consolidation loans; current and savings accounts and insurance products related to consumer finance offerings for customers on a global basis.

GE Industrial.    GE Industrial produces and sells products including consumer appliances, industrial equipment and plastics, and related services. GE Industrial also finances business equipment for a wide variety of customer applications.

GE Infrastructure.    GE Infrastructure produces, sells finances and services equipment for the air transportation and energy generation industries. GE Infrastructure also produces, sells and services equipment for the rail transportation and water treatment industries.

GE Commercial Finance.    GE Commercial Finance offers a broad range of financial services worldwide. The GE Commercial Finance division has particular mid-market expertise and offers loans, leases, and other financial services to customers, including manufacturers, distributors and end-users for a variety of equipment and major capital assets. These assets include industrial-related facilities and equipment; commercial and residential real estate; vehicles; corporate aircraft; and equipment used in many industries, including the construction, manufacturing, telecommunications and healthcare industries.

GE Real Estate

GECC originates mortgage loans for securitization through GE Real Estate, the commercial real estate division of the GE Commercial Finance segment. While GE Real Estate is a division of GE Commercial Finance, the assets of GE Real Estate are wholly owned by, and GE Real Estate is wholly operated through, GECC.

Through GE Real Estate, GECC has been lending and investing in the commercial real estate industry for over 25 years. As of September 30, 2006, GE Real Estate had total assets in excess of approximately $42 billion, including approximately $376 million of United States (‘‘U.S.’’) commercial and multifamily mortgage loans being held for securitization and approximately $13.1 billion of commercial and multifamily mortgage loans (including both U.S. and non-U.S. loans) being held for investment or other non-securitization purposes. As of December 31, 2005, GE Real Estate had total assets of approximately $30 billion, including approximately $661 million of U.S. commercial and multifamily mortgage loans being held for securitization and approximately $9.6 billion of commercial and multifamily mortgage loans (both U.S. and non-U.S.) being held for investment or other non-securitization purposes. A substantial portion of the assets held by GE Real Estate are located overseas, primarily in Europe and Asia.

As of July 2005, GE Real Estate also includes a division known as Business Property, which originates single tenant and small business loans for its own portfolio and securitization and has total on-book assets of approximately $6.377 billion as of September 30, 2006. Unless expressly stated herein, financial information set forth herein regarding GE Real Estate does not include assets of, or loans originated or securitized by, Business Property.

GE Real Estate originates loans both for its own portfolio and for securitization, utilizing separate execution strategies for such originations. Generally, GE Real Estate has a preference to retain for investment mortgage loans having relatively higher yields and shorter terms, and to securitize mortgage loans having relatively lower yields or longer terms. Mortgage loans originated by GE Real Estate for its own portfolio also may include types of loans that are unsuitable for securitization for various reasons, such as, for example, mortgage loans originated pursuant to a program where such loans initially accrue interest at a floating rate but are later convertible into fixed rate loans or have structural features that would make them difficult or unprofitable to securitize. Such mortgage loans may be included in a securitization at a later time if at such time they comply with securitization criteria. The following table shows total U.S. commercial and multifamily mortgage loans originated for securitization and total U.S. commercial and multifamily loans and certain other investments in commercial and multifamily real estate originated for purposes other than securitization, for the three most recent fiscal years, and for the period ended September 30, 2006.

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Approximate Amounts in $Billions Total U.S.
Commercial/Multifamily
Loans Originated for Securitization
Total U.S. Non-Securitization
Loans/Investments(1) in
Commercial/Multifamily Real Estate
Period Ended 9/30/06 1.7 7.8
Year Ended 12/31/05 3.6 4.7
Year Ended 12/31/04 2.1 3.9
Year Ended 12/31/03 1.9 2.7
(1) Includes equity investments and joint ventures in commercial and multifamily real estate, as well as mortgage loans.

GE Real Estate’s Securitization Program

GECC, through GE Real Estate, commenced selling mortgage loans into securitizations in 1997. The total amount of U.S. commercial and multifamily mortgage loans originated by GE Real Estate that were included in securitizations in 1997 was approximately $600 million. As of September 1, 2006, GE Real Estate originated in aggregate since 1997, approximately $18.1 billion of U.S. commercial and multifamily mortgage loans that have been included in securitizations, including approximately $11.1 billion of U.S. fixed rate loans that were included in securitizations in which an affiliate of GECC acted as depositor, approximately $7.0 billion of U.S. fixed rate loans that were included in securitizations in which an unaffiliated entity acted as depositor and approximately $800 million of U.S. floating rate loans that were included in securitizations in which an affiliate acted as depositor. GE Real Estate has also originated mortgage loans in Canada which have been included in securitizations in which an affiliate of Merrill Lynch & Co., Inc. acted as depositor.

The property types that most frequently have secured mortgage loans originated by GE Real Estate for securitization are office, multifamily and retail properties. However, GE Real Estate also originates mortgage loans secured by industrial, manufactured housing, self-storage, hotel, mixed-use and other types of properties for its securitization program, as the business’ needs require. States with the largest concentrations of loans have in the past included California, Texas, Florida and New York; however, each securitization may include other states with significant concentrations.

As a sponsor, through GE Real Estate, GECC originates mortgage loans and either by itself or together with other sponsors or loan sellers, initiates their securitization by transferring the mortgage loans to the Depositor or another entity that acts as the depositor, which in turn will ultimately transfer such loans to the issuing entity for the securitization. In coordination with the underwriters for each transaction, GECC works with rating agencies, loan sellers, investors and servicers in structuring the securitization transaction.

GECC has acted as sponsor for 19 transactions (two of which were wholly private transactions) in which GE Commercial Mortgage Corporation or another affiliate of GECC has acted as depositor. Overall, GECC has contributed approximately 50% of the aggregate principal balance of the mortgage loans included in GE Commercial Mortgage Corporation’s and other affiliated depositors’ securitization transactions, with its contributions to public transactions of such depositors ranging from approximately 30% to approximately 70% of the aggregate principal balance of the loans in a transaction. The remainder of the mortgage loans in such securitization transactions were contributed by German American Capital Corporation, Bank of America, National Association and other loan sellers.

GECC has also acted as a loan seller to 14 U.S. commercial mortgage securitization transactions in which affiliates of Credit Suisse Securities (USA) LLC, Bank of America, National Association, Deutsche Mortgage and Asset Receiving Corporation, Merrill Lynch & Co., Inc., JP Morgan Chase, Donaldson, Lufkin & Jenrette, Inc. (which was later acquired by Credit Suisse Securities (USA) LLC) and CW Capital LLC acted as depositor.

GEMSA Loan Services, L.P. (‘‘GEMSA’’), which is co-owned by GECC and L.J. Melody & Company, a commercial mortgage banking firm, currently acts as master servicer on three,

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and as a primary servicer on 13, of the 19 U.S. securitization transactions in which a GECC affiliate was depositor. GEMSA was also appointed as a primary servicer on all of the 14 U.S. securitization transactions to which GECC contributed mortgage loans in which an unaffiliated entity acted as depositor. GEMSA currently acts as servicer only of loans that were originated by GECC or L.J. Melody or are included in securitization transactions in which GECC is a sponsor or an affiliate of the depositor. Servicing contracts on transactions to which GECC contributes mortgage loans are awarded by GECC based on a bidding process.

Third party servicers of securitizations in which GECC is a sponsor are assessed based upon review of collection, reporting, asset management, data back up and compliance procedures and systems. In addition, GECC meets or conducts conference calls with senior management to determine whether the servicer complies with industry standards and otherwise monitors the servicer on an ongoing basis.

GE Real Estate’s Underwriting Standards

General.    GECC, through GE Real Estate, originates commercial mortgage loans through approximately 18 offices located throughout the U.S. The risk-management (loan underwriting and closing) functions are centralized and separate from loan origination.

Loans originated by GE Real Estate generally conform to the underwriting guidelines described below. Each lending situation is unique, however, and the facts and circumstance surrounding the mortgage loan, such as the quality and location of the real estate collateral, the sponsorship of the borrower and the tenancy of the collateral, will impact the extent to which the general guidelines below are applied to a specific loan. This underwriting criteria is general, and there is no assurance that every loan originated by GE Real Estate will comply in all respects with the guidelines.

Loan Analysis.    All GE Real Estate credit underwriting is performed by GE Real Estate risk-management employees. GE Real Estate performs both a credit analysis and a collateral analysis with respect to each loan. The credit analysis of the borrower includes a review of historical tax returns, third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower and principals of the borrower. In most cases, borrowers are required to be single-purpose entities. The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Historical cash flow verification is performed in many cases by staff of a third party accountant and reviewed by GE Real Estate underwriting staff. All anchor leases are reviewed by legal counsel and by GE Real Estate underwriting staff. GE Real Estate also performs a qualitative analysis which generally incorporates independent credit checks, periodical searches, industry research and published debt and equity information with respect to certain tenants located within the collateral. A member of the loan underwriting team also conducts a site inspection to confirm the occupancy rate of the Mortgaged Property, analyze the market, confirm proactive management and assess the utility of the Mortgaged Property within the market. GE Real Estate requires third party appraisals, as well as environmental reports, building condition reports and seismic reports, if applicable. Each report is reviewed for acceptability by a GE Real Estate staff member for compliance with program standards and the staff member approves or rejects the report. The results of these reviews are incorporated into the underwriting report.

Generally, underwriting is done prior to the closing of the mortgage loan. There can be no assurance that such financial, occupancy and other information remains accurate.

Loan Approval.    Prior to commitment, all mortgage loans must be approved by GE Capital Real Estate’s credit committee (the make-up of which varies by loan size) in accordance with its credit policies. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

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Debt Service Coverage Ratio and LTV Ratio.    GE Real Estate’s underwriting standards generally require the following minimum Debt Service Coverage Ratios and maximum LTV ratios for each of the indicated property types:


Property Type DSCR Guideline LTV Ratio Guideline
Anchored Retail 1.20x 80.0%
Unanchored Retail 1.20x 80.0%
Multifamily 1.20x 80.0%
Office 1.20x 80.0%
Manufactured Housing 1.20x 80.0%
Self Storage 1.20x 80.0%
Industrial/Warehouse 1.20x 80.0%
Hotel 1.30x 75.0%

The Debt Service Coverage Ratio guidelines listed above are calculated based on Underwritten Net Cash Flow at origination. Therefore, the debt service coverage ratio for each mortgage loan as reported elsewhere in the prospectus supplement and Annex A-1 to the prospectus supplement may differ from the amount calculated at the time of origination. In addition, GE Real Estate’s underwriting guidelines generally permit a maximum amortization period of 30 years. However, certain loans may provide for interest-only payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan. In addition, notwithstanding the foregoing, in certain circumstances the actual Debt Service Coverage Ratios, as may be the case with mortgage loans that have performance holdback amounts and letters of credit, and LTV ratios for the mortgage loans originated by GE Real Estate may vary from these guidelines. Moreover, with respect to certain mortgage loans originated by GE Real Estate there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. Such mortgage loans may have a lower debt service coverage ratio, and a higher LTV ratio, if such subordinate or mezzanine debt is taken into account.

See ‘‘Description of the Mortgage Pool’’ in the prospectus supplement and Annex A-1 to the prospectus supplement.

Escrow Requirements.    GE Real Estate often requires borrowers to fund various escrows for taxes and insurance, capital expenses and/or replacement reserves. In some cases, the borrower is permitted to post a letter of credit in lieu of funding a given reserve or escrow or provide recourse for such expense. Generally, when escrows are required for mortgage loans originated by GE Real Estate, they are as follows:

•  Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide GE Real Estate with sufficient funds to satisfy all taxes and assessments at least one month prior to their respective due dates.
•  Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12 of the annual property insurance premium are required to provide GE Real Estate with sufficient funds to pay all insurance premiums at least one month prior to their respective due dates. If the property is covered by a blanket policy of insurance, GE Real Estate generally reserves the right in the mortgage to require a separate insurance policy and insurance escrows in certain circumstances.
•  Replacement Reserves—Replacement reserves are calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.

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Notwithstanding the actual level of escrowed reserves, the following minimum replacement reserve levels were generally assumed by GE Real Estate in determining Underwritten Net Cash Flow:


Retail $0.15 per square foot
Multifamily $200.00-$250.00 per unit
Office $0.15 per square foot
Manufactured Housing $30.00-$50.00 per pad
Self Storage $0.15 per square foot
Industrial/Warehouse $0.15 per square foot
Hotel 4-5% of revenues
•  Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required if so indicated by the building condition report or environmental assessment. An initial deposit, upon funding of the mortgage loan generally in an amount equal to at least 125% of the estimated costs of repairs or replacements or remediation to be completed within the first year of the mortgage loan pursuant to the building condition report or environmental assessment is generally required. However, an environmental insurance policy, guaranty or other method of addressing an environmental condition may be accepted in lieu of a reserve fund.
•  Re-tenanting—In most cases, major tenants and a significant number of smaller tenants have lease expirations within the mortgage loan term. To mitigate this risk, reserves for loans secured by commercial properties may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with releasing the space occupied by the tenants.

The Depositor

The Depositor is Deutsche Mortgage & Asset Receiving Corporation. The Depositor is a special purpose corporation incorporated in the State of Delaware on March 22, 1996, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates. The principal executive offices of the Depositor are located at 60 Wall Street, New York, New York 10005. The telephone number is (212) 250-2500. The Depositor’s capitalization is nominal. All of the shares of capital stock of the Depositor are held by DB U.S. Financial Markets Holding Corporation.

The Depositor does not have, nor is it expected in the future to have, any significant assets and is not engaged in activities unrelated to the securitization of mortgage loans.

During the five years ending December 31, 2005, the Depositor has acted as depositor with respect to securitization transactions in an aggregate amount of approximately $25 billion. GACC has acted as sponsor of such transactions and contributed a substantial portion of the mortgage loans in such transactions, with the remainder having been contributed by other third party loan sellers. While the Depositor was depositor with respect to public securitizations in 1998 through 2000, in 2001 through 2003 it acted as depositor primarily in private securitizations of floating rate loans. In 2004 and 2005, the Depositor’s securitizations included approximately $3.0 billion and $4.3 billion, respectively, of publicly offered conduit or combined conduit/large loan securitizations, as well as several private transactions.

The Depositor will not have any business operations other than securitizing mortgage assets and related activities.

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The Depositor has minimal ongoing duties with respect to the certificates and the mortgage loans. The Depositor’s duties pursuant to the pooling and servicing agreement include, without limitation, (i) the duty to appoint a successor Trustee in the event of the resignation or removal of the Trustee, (ii) to provide information in its possession to the Trustee to the extent necessary to perform REMIC tax administration and to prepare disclosure required under the Securities Exchange Act of 1934, (iii) to indemnify the Trustee against certain expenses and liabilities resulting from the Depositor’s willful misconduct, bad faith, fraud or negligence, and (iv) to sign any distribution report on Form 10-D and current report on Form 8-K and annual report on Form 10-K, including the required certification therein under the Sarbanes-Oxley Act, required to be filed by the Trust and review filings pursuant to the Securities Exchange Act of 1934 prepared by the Trustee on behalf of the Trust. The Depositor is required under the underwriting agreement to indemnify the underwriters for certain securities law liabilities.

The Issuing Entity

The issuing entity for the certificates will be COMM 2006-C8 Mortgage Trust (the ‘‘Trust’’). The Trust is a New York common law trust that will be formed on the closing date pursuant to the pooling and servicing agreement. The only activities that the Trust may perform are those set forth in the pooling and servicing agreement, which are generally limited to owning and administering the mortgage loans and any REO property, disposing of defaulted mortgage loans and REO property, issuing the certificates, making distributions, providing reports to certificateholders and the other activities described in this prospectus supplement. Accordingly, the Trust may not issue securities other than the certificates, or invest in securities, other than investing funds in the collection account and other accounts maintained under the pooling and servicing agreement in certain short-term high-quality investments. The Trust may not lend or borrow money, except that the Master Servicer and/or the Trustee, if applicable, may make advances to the Trust only to the extent that such party deems such advances to be recoverable from the related mortgage loan. These advances are intended to provide liquidity, rather than credit support. The pooling and servicing agreement may be amended as set forth herein under ‘‘The Pooling and Servicing Agreement—Amendments.’’ The Trust administers the mortgage loans through the Trustee, the Master Servicer, the Primary Servicer and Special Servicer. A discussion of the duties of the Trustee, Master Servicer, the Primary Servicer and Special Servicer, including any discretionary activities performed by each of them, is set forth in this prospectus supplement under ‘‘Transaction Parties—The Master Servicer,’’ ‘‘Transaction Parties—The Primary Servicer,’’ ‘‘Transaction Parties—The Special Servicer,’’ ‘‘Transaction Parties—The Trustee’’ and ‘‘The Pooling and Servicing Agreement.’’

The only assets of the Trust other than the Mortgage Loans and any REO Properties are the Collection Account and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the collection account and other accounts are invested. The Trust has no present liabilities, but has potential liability relating to the three REMIC elections, its ownership of the Mortgage Loans and any REO Properties, and the indemnity obligations to the Trustee, Master Servicer, Primary Servicer and Special Servicer. The fiscal year of the Trust is the calendar year. The Trust has no executive officers or a Board of Directors. It acts through the Trustee, Master Servicer and Special Servicer.

The Depositor is contributing the Mortgage Loans to the Trust. The Depositor is purchasing the Mortgage Loans from the Mortgage Loan Sellers, as described herein under ‘‘Description of the Mortgage Pool—Sale of the Mortgage Loans.’’

Since the Trust is a common law trust, it may not be eligible for relief under the United States Bankruptcy Code (the ‘‘Bankruptcy Code’’), unless it can be characterized as a ‘‘business trust’’ for purposes of the Bankruptcy Code. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Trust would be characterized as a ‘‘business trust.’’ The Depositor has been formed to be a

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special purpose bankruptcy remote entity. In connection with the sale of the Mortgage Loans from a Mortgage Loan Seller to the Depositor and from the Depositor to the Trust, legal opinions are required to be rendered to the effect that:

(1)    (A)    If such mortgage loan seller were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold that (i) the mortgage loans and payments thereunder and proceeds thereof are not property of the estate of such mortgage loan seller under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case involving such mortgage loan seller is not applicable to payments on the Certificates or (B) if the Federal Deposit Insurance Corporation (the ‘‘FDIC’’) were to be appointed receiver or conservator for such mortgage loan seller pursuant to the Federal Deposit Insurance Act, as amended, a court after full consideration of all relevant factors would hold that the mortgage loans and payments thereunder and proceeds thereof are not subject to repudiation, reclamation, recovery, or recharacterization by the FDIC.

(2)    If the Depositor were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court, which acted reasonably and correctly applied the law to the facts as set forth in such legal opinion after full consideration of all relevant factors, would hold (i) the mortgage loans, and payments thereunder and proceeds thereof are not property of the estate of the Depositor under Bankruptcy Code section 541 and (ii) the automatic stay arising pursuant to Bankruptcy Code section 362 upon the commencement of a bankruptcy case of the Depositor is not applicable to payments on the Certificates.

Such legal opinions are based on numerous assumptions, and there can be no assurance that all of such assumed facts are true, or will continue to be true. Moreover, there can be no assurance that a court would rule as anticipated in the foregoing legal opinions. Accordingly, although the Depositor has been structured as a bankruptcy remote entity, and the transfer of the mortgage loans from each mortgage loan seller to the Depositor and from the Depositor to the Trust has been structured as a sale, there can be no assurance that the Depositor will not be subject to a bankruptcy proceeding or that the sale of the mortgage loans will not be recharacterized as a pledge, with the result that the Depositor or Trust is deemed to be a creditor of the related mortgage loan seller rather than an owner of the mortgage loans. See ‘‘Risk Factors—The Sellers of The Mortgage Loans Are Subject To Bankruptcy Or Insolvency Laws That May Affect the Trust’s Ownership Of Mortgage Loans.’’

The Master Servicer

Midland Loan Services Inc. (‘‘Midland’’, also referred to herein as, the ‘‘Master Servicer’’) will be the master servicer and in this capacity will be responsible for the master servicing and administration of the Mortgage Loans pursuant to the Pooling and Servicing Agreement.

Midland is a Delaware corporation and a wholly-owned subsidiary of PNC Bank. Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial and multifamily mortgage-backed securities by S&P, Moody’s and Fitch. Midland has received the highest rankings as a master, primary and special servicer from both S&P and Fitch. S&P ranks Midland as ‘‘Strong’’ and Fitch ranks Midland as ‘‘1’’ for each category. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has adopted written policies and procedures relating to its various servicing functions to maintain compliance with its servicing obligations and the servicing standards

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under Midland’s servicing agreements, including procedures for managing delinquent loans. Midland has made certain changes to its servicing policies, procedures and controls in the past three years, which address, among other things, (i) Midland’s conversion to its proprietary Enterprise!® Loan Management System as its central servicing and investor reporting system; and (ii) an updated disaster recovery plan.

Midland will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the servicing standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced an event of default as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the related servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time-to-time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the pooling and servicing agreement.

Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services. Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access to CMBS Investor Insight through Midland’s website at www.midlandls.com. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight.

As of September 30, 2006, Midland was servicing approximately 21,879 commercial and multifamily mortgage loans with a principal balance of approximately $202.9 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 14,188 of such loans, with a total principal balance of approximately $141.1 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties.

Midland has been servicing mortgage loans in commercial mortgage-backed securities transactions since 1992. The table below contains information on the size and growth of the portfolio of commercial and multifamily mortgage loans in commercial mortgage-backed securities and other servicing transactions for which Midland has acted as master and/or primary servicer from 2003 to 2005.


Portfolio Growth – Calendar Year End
(Approximate amounts in billions)
Master/Primary 2003 2004 2005
CMBS $ 60
$ 70
$ 104
Other $ 23
$ 28
$ 32
Total $ 83
$ 98
$ 136

Midland’s affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust. Accordingly, assets of Midland’s affiliates may compete with the

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mortgaged properties for tenants, purchasers, financing and other parties and services relevant to the business of acquiring similar assets.

The information set forth in the preceding paragraphs in this section ‘‘—The Master Servicer’’ concerning Midland has been provided by it. Midland makes no representations as to the validity or sufficiency of the Pooling and Servicing agreement (other than as to its being a valid obligation of Midland), the certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information regarding Midland set forth in this section ‘‘Transaction Parties—The Master Servicer’’) or any related documents.

General

The Master Servicer may elect to sub-service some or all of its servicing duties with respect to each of the applicable mortgage loans and any such sub-servicer will receive a fee for the services specified in such sub-servicing agreement; provided that the Master Servicer may not appoint a sub-servicer after the Closing Date if such sub-servicer is listed on a ‘‘do not hire’’ list to be provided by the Depositor, which ‘‘do not hire’’ list will reflect any parties who have failed to comply with Exchange Act reporting requirements in connection with this or any other securitization conducted by the Depositor. Additionally, any subservicing is subject to various other conditions set forth in the Pooling and Servicing Agreement including the requirement that the Master Servicer will remain liable for its servicing obligations under the Pooling and Servicing Agreement.

Certain of the duties of the Master Servicer and the provisions of the Pooling and Servicing Agreement are set forth herein under ‘‘The Pooling and Servicing Agreement.’’ The manner in which collections on the Mortgage Loans are to be maintained is described herein under ‘‘The Pooling and Servicing Agreement—Accounts.’’    The advance obligations of the Master Servicer are described herein under ‘‘The Pooling and Servicing Agreement—Advances’’ and ‘‘Description of the Offered Certificates—Appraisal Reductions.’’    Certain limitations on the Master Servicer’s liability under the Pooling and Servicing Agreement are described herein under ‘‘The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer.’’    Certain terms of the Pooling and Servicing Agreement regarding the Master Servicer’s removal, replacement, resignation or transfer are described herein under ‘‘The Pooling and Servicing Agreement—Events of Default,’’ ‘‘—Rights Upon Event of Default’’ and ‘‘—Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer.’’    For a description of the Master Servicer’s compensation see ‘‘The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses.’’

The Primary Servicer

General

Except with respect to certain Mortgage Loans sold to the Depositor by Barclays Capital Real Estate Inc. and Bank of America, the Master Servicer will be responsible for the primary servicing of all of the Mortgage Loans. The Master Servicer may elect to retain one or more primary servicers to perform some or all of its primary servicing duties with respect to each of the Mortgage Loans and it has informed the Depositor that it intends to use one or more primary servicers on certain of the Mortgage Loans. The information set forth in this prospectus supplement concerning the primary servicers has been provided by the primary servicer.

Bank of America, National Association, as EZ Storage Portfolio Loan Master Servicer and Primary Servicer

Bank of America will serve as master servicer of the EZ Storage Portfolio loan under the BACM 2006-6 pooling and servicing agreement. Bank of America will also serve as primary

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servicer (the ‘‘Bank of America Primary Servicer’’) with respect to certain Mortgage Loans sold to the Depositor by Barclays Capital Real Estate Inc. and Bank of America. Bank of America is an affiliate of Banc of America Securities LLC, one of the underwriters. The principal servicing offices of Bank of America, National Association are located at 900 West Trade Street, Suite 650, NCI-026-06-01, Charlotte, North Carolina 28255. See ‘‘Transaction Parties—The Sponsors—Bank of America, National Association’’ in this prospectus supplement for more information on Bank of America.

Bank of America has been servicing commercial mortgage loans in excess of 14 years. The table below sets forth information about Bank of America’s portfolio of commercial mortgage loans as of the dates indicated:


  As of
December 31, 2003
As of
December 31, 2004
As of
December 31, 2005
Commercial Mortgage Loans:  
 
 
By Number 8,747
10,349
10,481
By Aggregate Unpaid Principal Balance $ 26,691,677,800
$ 54,295,716,000
$ 72,823,851,167

As of September 30, 2006, Bank of America’s portfolio consisted of 9,278 commercial mortgage loans with an unpaid principal balance of approximately $78,532,000,000 of which 5,065 commercial mortgage loans with an unpaid principal balance of approximately $73,285,294,000 were related to commercial mortgage-backed securities.

Bank of America is rated by Fitch and S&P as a primary servicer, master servicer and special servicer. Bank of America’s ratings by each of these agencies is outlined below:


  Fitch S&P
Primary Servicer CPS2 Above Average
Master Servicer CMS2 Above Average
Special Servicer CSS3+ Average

In addition to servicing loans for securitized commercial mortgages, Bank of America also services loans that are held in its portfolio, whole loans that are held in the portfolio of third parties and whole loans that are originated by Bank of America and sold to a variety of investors.

Bank of America utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions that is widely used within the commercial mortgage industry. This platform allows Bank of America to process mortgage servicing activities including but not limited to: (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrow and payments, insurance escrow and payments, tracking replacement reserve escrows, operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

Bank of America has implemented and tested a business continuity plan. In case of a disruption, all functions of the disrupted facility would be transferred to a business recovery facility. The business recovery facility has access to all data and tools necessary to continue servicing all mortgage loans. Bank of America’s business continuity plan is tested and updated annually.

Bank of America’s servicing policies and procedures are updated annually to keep pace with the changes in the industry and have been generally consistent for the last three years in all material respects. The only significant changes in Bank of America’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by Fannie Mae or Freddie Mac. Bank of America may perform any of its obligations under a pooling and servicing agreement through one or more third-party vendors, affiliates or subsidiaries. Bank of America may engage third-party vendors to provide technology or process efficiencies. Bank of America monitors its third-party vendors in compliance with the guidelines reviewed by the OCC. Bank of America has entered into

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contracts with third-party vendors for functions such as annual property inspections, real estate tax payment and tracking, hazard insurance, lockbox services and document printing. Bank of America may also retain certain firms to act as a primary servicer and to provide cashiering or non cashiering sub-servicing on certain loans.

Loans are serviced in accordance with the loan agreements, mortgage documents, pooling and servicing agreements, inter-creditor agreements, if applicable, and the applicable servicing standard.

Custody services of original documents evidencing the mortgage loans for a particular series will typically be performed by the related trustee. On occasion, Bank of America as primary servicer may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent Bank of America performs custodial functions as servicer, documents will be maintained in its vault. Bank of America utilizes an electronic tracking system to identify the owner of the related mortgage tile.

When an underlying property is damaged and such damage is covered by insurance, Bank of America takes certain actions to ensure that the property is restored to its original condition. These actions include depositing the insurance proceeds and funding the restoration of the property as we would a construction loan. Bank of America maintains the staff to collect and review insurance policies and/or certificates relating to the coverages required under the mortgage loan documents. Bank of America may, from time to time, retain a vendor to assist in the collection and review of insurance policies and/or certificates relating to the coverages required under the mortgage loan documents. The vendor provides a feed to Bank America’s loan servicing system to provide updated information.

The Primary Servicing Agreement

Under a primary servicing agreement (the ‘‘Bank of America Primary Servicing Agreement’’), Bank of America, as primary servicer with respect to all Mortgage Loans in the Trust that were originated by it, will perform substantially all of the servicing duties of the master servicer described under ‘‘The Pooling and Servicing Agreement—Servicing of the Mortgage Loans, Collection of Payments’’ in this prospectus supplement with respect to such Mortgage Loans, except for advancing and remitting funds to the Trustee.

Payments received by Bank of America as primary servicer with respect to the Mortgage Loans it is primary servicing are required to be deposited into a segregated custodial account, and are not commingled with funds relating to any mortgage loans that are not included in the Trust.

In consideration of the performance of its servicing obligations, the Bank of America Primary Servicer will be paid a servicing fee, which is included in the administrative cost rate for the applicable Mortgage Loans as set forth on Annex A-1. In addition, Bank of America will be entitled to all or a portion of the additional compensation described under ‘‘The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses’’ in this prospectus supplement with respect to the Bank of America Mortgage Loans.

The Bank of America Primary Servicing Agreement provides that Bank of America may resign from its obligations and duties thereunder at any time with thirty (30) days’ written notice to the Master Servicer. In addition, unless an event of default under the primary servicing agreement occurs or the Pooling and Servicing Agreement is terminated, the primary servicing agreement will remain in full force and effect until all of the Mortgage Loans serviced by Bank of America are repaid, repurchased or liquidated or the related mortgaged properties become REO Properties. Events of default under the Bank of America Primary Servicing Agreement will include, but are not limited to:

•  the occurrence of an event of default by the master servicer under the Pooling and Servicing Agreement which occurs as a direct result of the failure of Bank of America to perform its obligations under the Bank of America Primary Servicing Agreement;

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•  the failure of Bank of America, National Association to perform in any material respect its obligations under the Bank of America Primary Servicing Agreement which is not cured within the period set forth in the Bank of America Primary Servicing Agreement;
•  a breach by Bank of America of any representation or warranty contained in the Bank of America Primary Servicing Agreement which materially and adversely affects the interests of any class of certificates which is not cured within the period set forth in the Bank of America Primary Servicing Agreement;
•  the failure by Bank of America to remit to the Master Servicer amounts required to be deposited into the certificate account or any other amounts required to be remitted under the Bank of America Primary Servicing Agreement, or the failure by Bank of America to deliver reports to the Master Servicer as required by the Bank of America Primary Servicing Agreement; and
•  certain events of bankruptcy or insolvency involving Bank of America.

Upon the occurrence and continuance of an event of default by Bank of America under the Bank of America Primary Servicing Agreement, the Master Servicer may (but is not required to (other than in connection with the Bank of America Primary Servicer’s failure to deliver certain Exchange Act reports)) terminate the rights and obligations of Bank of America under the Bank of America Primary Servicing Agreement. The Master Servicer is also authorized under the Bank of America Primary Servicing Agreement to waive any event of default under the Bank of America Primary Servicing Agreement. If the Master Servicer terminates the Bank of America Primary Servicer under the Bank of America Primary Servicing Agreement or the parties otherwise agree to terminate the Bank of America Primary Servicing Agreement, the Master Servicer will be required to itself perform its servicing responsibilities under the Pooling and Servicing Agreement until a new primary servicer, if any, is appointed.

Any successor primary servicer is required to be authorized to transact business in the states in which the related mortgaged properties are located if required by applicable law.

Under the Bank of America Primary Servicing Agreement, Bank of America will indemnify the Master Servicer with respect to any liability or expense incurred as a result of any breach by Bank of America of a representation or warranty made thereunder, any willful misfeasance, bad faith or negligence by Bank of America in the performance of its duties thereunder or by Bank of America’s negligent disregard of obligations and duties thereunder.

The information set forth in the preceding paragraphs in this section ‘‘—The Primary Servicer’’ concerning Bank of America has been provided by it. Bank of America makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to its being a valid obligation of Bank of America), the Certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information regarding Bank of America set forth in this section ‘‘Transaction Parties—The Primary Servicer’’) or any related documents.

The Special Servicer

LNR Partners, Inc., as Special Servicer

LNR Partners, Inc. (‘‘LNR Partners’’), a Florida corporation and a subsidiary of LNR Property Holdings, Ltd. (‘‘LNR’’), will initially be appointed as special servicer for the mortgage pool (other than with respect to the EZ Storage Portfolio loan). The principal executive offices of LNR Partners are located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600. LNR through its subsidiaries, affiliates and joint ventures, is involved in the real estate investment, finance and management business and engages principally in:

•  acquiring, developing, repositioning, managing and selling commercial and multifamily residential real estate properties,

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•  investing in high-yielding real estate loans, and
•  investing in, and managing as special servicer, unrated and non-investment grade rated commercial mortgaged backed securities (‘‘CMBS’’).

LNR Partners and its affiliates have substantial experience in working out loans and in performing the other obligations of the special servicer as more particularly described in the Pooling and Servicing Agreement, including, but not limited to, processing borrower requests for lender consent to assumptions, leases, easements, partial releases and expansion and/or redevelopment of the mortgaged properties. LNR Partners and its affiliates have been engaged in the special servicing of commercial real estate assets for over 13 years. The number of CMBS pools specially serviced by LNR Partners and its affiliates has increased from 46 in December 1998 to 195 as of June 30, 2006. More specifically, LNR Partners (and its predecessors in interest) acted as special servicer with respect to: (a) 84 domestic CMBS pools as of December 31, 2001, with a then current face value in excess of $53 billion; (b) 101 domestic CMBS pools as of December 31, 2002, with a then current face value in excess of $67 billion; (c) 113 domestic CMBS pools as of December 31, 2003, with a then current face value in excess of $79 billion; (d) 134 domestic CMBS pools as of December 31, 2004, with a then current face value in excess of $111 billion; (e) 142 domestic CMBS pools as of December 31, 2005, with a then current face value in excess of $148 billion and (f) 153 domestic CMBS pools as of June 30, 2006, with a then current face value in excess of $173 billion. Additionally, LNR Partners has resolved over $16.8 billion of U.S. commercial and multifamily loans over the past 13 years, including approximately $1.1 billion of U.S. commercial and multifamily mortgage loans during 2001, $1.9 billion of U.S. commercial and multifamily mortgage loans during 2002, $1.5 billion of U.S. commercial and multifamily mortgage loans during 2003, $2.1 billion of U.S. commercial and multifamily mortgage loans during 2004, $2.4 billion of U.S. commercial and multifamily mortgage loans during 2005 and $0.3 billion for the six months ended June 30, 2006.

LNR or one of its affiliates generally seeks investments where it has the right to appoint LNR Partners as the special servicer. LNR Partners and its affiliates have regional offices located across the country in Florida, Georgia, Texas, Massachusetts, North Carolina and California, and in Europe in London, England, Paris, France and Munich, Germany. As of June 30, 2006, LNR Partners had approximately 180 employees responsible for the special servicing of commercial real estate assets. As of June 30, 2006, LNR Partners and its affiliates specially service a portfolio, which included approximately 23,000 assets in the 50 states and in Europe with a then current face value in excess of $207 billion, all of which are commercial real estate assets. Those commercial real estate assets include mortgage loans secured by the same types of income producing properties as secure the mortgage loans backing the Certificates. Accordingly, the assets of LNR Partners and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. LNR Partners does not service any assets other than commercial real estate assets.

LNR Partners maintains internal and external watch lists, performs monthly calls with master servicers and conducts overall deal surveillance and shadow servicing. LNR Partners has developed distinct strategies and procedures for working with borrowers on problem loans (caused by delinquencies, bankruptcies or other breaches of the loan documents) designed to maximize value from the assets for the benefit of the certificateholders. These strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the Servicing Standard. Generally, four basic factors are considered by LNR Partners as part of its analysis and determination of what strategies and procedures to utilize in connection with problem loans. They are (i) the condition and type of mortgaged property, (ii) the borrower, (iii) the jurisdiction in which the mortgaged property is located, and (iv) the actual terms, conditions and provisions of the underlying loan

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documents. After each of these items is evaluated and considered, LNR Partners’ strategy is guided by the Servicing Standard and all relevant provisions of the applicable pooling and servicing agreement pertaining to specially serviced and REO mortgage loans.

LNR Partners has the highest ratings afforded to special servicers by Fitch and Moody’s, respectively.

There have not been, during the past three years, any material changes to the policies or procedures of LNR Partners in the servicing function it will perform under the Pooling and Servicing Agreement for assets of the same type included in this securitization transaction. LNR Partners has not engaged, and currently does not have any plans to engage, any sub-servicers to perform on its behalf any of its duties with respect to this securitization transaction. LNR Partners does not believe that its financial condition will have any adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. Generally, LNR Partners’ servicing functions under pooling and servicing agreements do not include collection on the pool assets, however LNR Partners does maintain certain operating accounts with respect to REO mortgage loans in accordance with the terms of the applicable pooling and servicing agreements and consistent with the Servicing Standard set forth in each of such pooling and servicing agreements. LNR Partners does not have any material primary advancing obligations with respect to the CMBS pools as to which it acts as special servicer, except with respect to the obligation to make servicing advances only on specially serviced mortgage loans in four commercial mortgage securitization transactions, and the obligation to make advances of delinquent debt service payments on specially serviced mortgage loans in one commercial mortgage securitization transaction. Under certain circumstances, LNR Partners also has the obligation to make servicing advances and advances of delinquent debt service payments with respect to one collateralized debt obligation transaction.

LNR Partners will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, LNR Partners may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that LNR Partners has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard.

No securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer has experienced an event of default as a result of any action or inaction by LNR Partners as special servicer. LNR Partners has not been terminated as servicer in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger. In addition, there has been no previous disclosure of material noncompliance with servicing criteria by LNR Partners with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer.

There are, to the actual current knowledge of LNR Partners, no special or unique factors of a material nature involved in special servicing the particular types of assets included in the subject securitization, as compared to the types of assets specially serviced by LNR Partners in other commercial mortgage backed securitization pools generally, for which LNR Partners has developed processes and procedures which materially differ from the processes and procedures employed by LNR Partners in connection with its specially servicing of commercial mortgaged backed securitization pools generally.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against LNR Partners or of which any of its property is the subject, that is material to the series 2006-C8 certificateholders.

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LNR Partners is not an affiliate of the depositor, the sponsor(s), the trust, the master servicer, the trustee or any originator of any of the underlying mortgage loans identified in this prospectus supplement.

LNR Securities Holdings, LLC, an affiliate of LNR Partners, will acquire an interest in one or more classes of the certificates and will be the initial Controlling Class Representative. Otherwise, except for LNR Partners acting as special servicer for this securitization transaction, there are no specific relationships that are material involving or relating to this securitization transaction or the securitized mortgage loans between LNR Partners or any of its affiliates, on the one hand, and the depositor, sponsor(s) or the trust, on the other hand, that currently exist or that existed during the past two years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from the subject securitization transaction—between LNR Partners or any of its affiliates, on the one hand, and the depositor, the sponsor(s) or the trust, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the Offered Certificates.

The Special Servicer may elect to sub-service some or all of its servicing duties with respect to each of the Specially Serviced Mortgage Loans and REO Properties and any such sub-servicer will receive a fee for the services specified in such sub-servicing agreement; provided that the Special Servicer may not appoint a sub-servicer after the closing date if such sub-servicer is listed on a ‘‘do not hire’’ list to be provided by the Depositor, which ‘‘do not hire’’ list will reflect any parties who have failed to comply with Exchange Act reporting requirements in connection with this or any other securitization conducted by the Depositor. Additionally, any subservicing is subject to various other conditions set forth in the Pooling and Servicing Agreement including the requirement that the Special Servicer will remain liable for its servicing obligations under the Pooling and Servicing Agreement.

Certain of the duties of the Special Servicer and the provisions of the Pooling and Servicing agreement regarding the Special Servicer, including without limitation information regarding the rights of the Special Servicer with respect to delinquencies, losses, bankruptcies and recoveries and the ability of the Special Servicer to waive or modify the terms of the Mortgage Loans are set forth herein under ‘‘The Pooling and Servicing Agreement—Modifications’’ and ‘‘—Realization Upon Defaulted Mortgage Loans.’’ Certain limitations on the Special Servicer’s liability under the Pooling and Servicing Agreement are described herein under ‘‘The Pooling and Servicing Agreement—Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer.’’    Certain terms of the Pooling and Servicing Agreement regarding the Special Servicer’s removal, replacement, resignation or transfer are described herein under ‘‘The Pooling and Servicing Agreement—Events of Default,’’ ‘‘—Rights Upon an Event of Default’’ and ‘‘Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer.’’    For a description of the Special Servicer’s compensation see ‘‘The Pooling and Servicing Agreement—Special Servicing—Special Servicing Compensation.’’

The information set forth in this section ‘‘Transaction Parties—The Special Servicer—LNR Partners, Inc., as Special Servicer’’ concerning the Special Servicer (other than the two immediately preceding paragraphs) has been provided by the Special Servicer. The Special Servicer makes no representations as to the validity or sufficiency of the pooling and servicing agreement (other than as to its being binding on the Special Servicer), the certificates, the Mortgage Loans, this prospectus supplement (other than as to the accuracy of the information regarding the Special Servicer under this section ‘‘Transaction Parties—The Special Servicer—LNR Partners, Inc., as Special Servicer’’) or any related documents.

CWCapital Asset Management LLC, as EZ Storage Portfolio Loan Special Servicer

CWCapital Asset Management LLC (‘‘CWCAM’’), a Massachusetts limited liability company, will act as special servicer for the EZ Storage Portfolio Loan under the BACM 2006-6 Pooling

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and Servicing Agreement. The principal servicing offices of CWCAM are located at 701 Thirteenth Street, NW, Suite 1000 Washington, DC 20005 and its telephone number is (202) 715-9500. CWCAM and its affiliates are involved in the real estate investment, finance and management business including:

•  originating commercial and multifamily real estate loans;
•  investing in high-yielding real estate loans and other commercial real estate debt instruments; and
•  investing in, surveilling and managing unrated and non-investment grade rated securities issued pursuant to CMBS transactions.

CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital Corporation’s special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for which Allied Capital Corporation served as special servicer. In February 2006, an affiliate of CWCAM merged with CRIIMI MAE, Inc. and the special servicing operations of CRIIMI MAE Services L.P., the special servicing subsidiary of CRIIMI MAE, Inc., were consolidated into the special servicing operations of CWCAM. An affiliate or affiliates of CWCAM may acquire certain of the certificates not offered hereunder. CWCAM is a wholly owned subsidiary of CW Financial Services LLC. CWCAM 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 CWCAM and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged real properties for tenants, purchasers, financing and so forth.

Because CWCAM was not formed until June 2005, CWCAM did not service any CMBS pools as of December 31, 2003 or as of December 31, 2004. As of December 31, 2005, CWCAM acted as special servicer with respect to 25 domestic CMBS pools containing approximately 3670 loans secured by properties throughout the United States with a then current face value in excess of $32 billion. Since December 31, 2005, CWCAM has been appointed special servicer for a number of CMBS pools and as of August 31, 2006, CWCAM acted as special servicer with respect to 72 domestic and 2 Canadian pools containing approximately 8,230 loans secured by properties throughout the United States and Canada with a then current face value in excess of $73.4 billion. Those loans include commercial mortgage loans secured by the same types of income producing properties as those securing the mortgage loans backing the Certificates.

CWCAM has three offices (Washington, D.C., Rockville, Maryland and Needham, Massachusetts) and CWCAM manages or services investments in over 88 markets throughout the U.S. As of December 31, 2005, CWCAM had 36 employees responsible for the special servicing of commercial real estate assets, of which 25 employees worked full-time on special servicing and 11 employees had shared-time responsibilities in special servicing. As of December 31, 2005, within the CMBS pools described in the preceding paragraph, 138 assets were actually in special servicing. CWCAM also serves as collateral manager, disposition consultant or consultant for 12 collateralized debt obligation transactions. The assets owned or managed by CWCAM and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. CWCAM does not service or manage any assets other than commercial and multifamily real estate assets.

CWCAM has developed policies and procedures for the performance of its special servicing obligations in compliance with applicable servicing criteria set forth in Item 1122 of Regulation AB of the Exchange Act, including managing delinquent loans and loans subject to the bankruptcy of the borrower. Since its formation, policies and procedures of special servicing at CWCAM have been adopted from the best practices of the Allied Capital Corporation and CRIIMI MAE Services L.P. operations that it has acquired. Standardization and

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automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.

CWCAM occasionally engages consultants to perform property inspections and to provide close surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction. CWCAM does not believe that its financial condition will have any adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. CWCAM does not have any material primary principal and interest advancing obligations with respect to the CMBS pools as to which it acts as special servicer and only has primary property protection advancing obligations for one CMBS pool.

CWCAM will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, CWCAM may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that CWCAM has custody of any such documents, such documents will be maintained in a manner consistent with the servicing standard.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that is material to its obligations under the Pooling and Servicing Agreement or the BACM 2006-6 Pooling and Servicing Agreement. CWCAM is not an affiliate of the depositor, either sponsor, the trust fund, the master servicer, the trustee or any originator of any of the underlying mortgage loans identified in this offering prospectus.

CWCAM is not an affiliate of the Depositor, the Trust Fund, the Master Servicer, the Special Servicer or the Trustee. However CWCAM is an affiliate of Cadim TACH inc., the current directing holder under the BACM 2006-6 Pooling and Servicer Agreement. There are no specific relationships involving or relating to this transaction or the underlying mortgage loans between CWCAM or any of its affiliates, on the one hand, and the depositor, the sponsors or the trust fund, on the other hand, that currently exist or that existed during the past two years other than the Master Servicer may also act as master servicer or servicer on other transaction in which CWCAM serves as special servicer or an affiliate of CWCAM is the holder of certain certificates. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from the subject securitization transaction—between CWCAM or any of its affiliates, on the one hand, and the depositor, the sponsors or the trust fund, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the offered certificates.

No securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer has experienced an event of default as a result of any action or inaction performed by CWCAM as special servicer. In addition, there has been no previous disclosure of material non-compliance with servicing criteria by CWCAM with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer.

From time-to-time CWCAM and its affiliates may be parties to lawsuits and other legal proceedings arising in the ordinary course of business. CWCAM does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service as special servicer.

The information set forth in the preceding paragraphs in this section ‘‘—CWCapital Asset Management LLC, as EZ Storage Portfolio Loan Special Servicer’’ concerning CWCAM has been provided by it. CWCAM makes no representations as to the validity or sufficiency of the BACM 2006-6 Pooling and Servicing Agreement (other than as to its being a valid obligation of

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CWCAM), the Certificates, the EZ Storage Portfolio Mortgage Loan, this prospectus supplement (other than the accuracy of the immediately preceding twelve (12) paragraphs describing CWCAM) or any related documents.

The Trustee

LaSalle Bank National Association (the ‘‘Trustee’’) will act as Trustee under the Pooling and Servicing Agreement. LaSalle Bank National Association is a national banking association formed under the federal laws of the United States of America. Its parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO Bank N.V., a Netherlands banking corporation. LaSalle has extensive experience serving as trustee on securitizations of commercial mortgage loans. Since January 1994, LaSalle has served as trustee or paying agent on over 665 commercial mortgage-backed security transactions involving assets similar to the Mortgage Loans. As of September 30, 2006, LaSalle serves as trustee or paying agent on over 450 commercial mortgage-backed security transactions. The long-term unsecured debt of LaSalle is rated ‘‘A+’’ by S&P, ‘‘Aa3’’ by Moody’s and ‘‘AA−’’ by Fitch Ratings. The Depositor, the Master Servicer, the Primary Servicer and the Special Servicer may maintain other banking relationships in the ordinary course of business with the Trustee. The Trustee’s corporate trust office is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services—COMM 2006-C8 Trust or at such other address as the Trustee may designate from time to time.

As compensation for the performance of its routine duties, the Trustee will be paid a fee (the ‘‘Trustee Fee’’). The Trustee Fee will be payable monthly from amounts received in respect of interest on each Mortgage Loan (prior to application of such interest payments to make payments on the certificates) and will accrue at a rate (the ‘‘Trustee Fee Rate’’), equal to 0.00054% per annum, and will be computed on the basis of the Stated Principal Balance of the related mortgage loan as of the preceding distribution date. The Trustee will also be entitled to receive income from investment of funds in certain accounts maintained on behalf of the Trust. In addition, the Trustee will be entitled to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the pooling and servicing agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee under the pooling and servicing agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith.

The Trustee shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the pooling and servicing agreement, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and shall not be an affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, as described herein under ‘‘The Pooling and Servicing Agreement—Rights Upon Event of Default’’), and (ii) an institution whose long-term senior unsecured debt is rated ‘‘Aa3’’ by Moody’s and ‘‘A+’’ by S&P or such other ratings as are acceptable to the rating agencies or has a fiscal agent appointed with such minimum ratings.

In its capacity as trustee on commercial mortgage securitizations, the Trustee is generally required to make an advance if the related master servicer or special servicer fails to make a required advance.

Certain information set forth in this prospectus supplement concerning the Trustee has been provided by it. The Trustee makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement (other than as to its being a valid obligation of the Trustee), the certificates, the Mortgage Loans, this prospectus supplement (other than as to the

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accuracy of the information regarding the Trustee) or any related documents and will not be accountable for the use or application by or on behalf of the Master Servicer of any funds paid to the Master Servicer or any Special Servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the Master Servicer or any Special Servicer. The Pooling and Servicing Agreement provides that no provision of such agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that if no event of default has occurred and is continuing, the Trustee will be required to perform, and will be liable for, only those duties specifically required under the pooling and servicing agreement. Upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the pooling and servicing agreement, the Trustee will be required to examine those documents and to determine whether they conform to the requirements of that agreement. Within 30 days after the occurrence of any event of default, the Trustee is required to transmit by mail to the Depositor, each rating agency and all certificateholders notice of such occurrence, unless such default shall have been cured.

The Pooling and Servicing Agreement provides that the Trustee shall not be liable for an error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. In addition, the Trustee is not liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of Certificates entitled to at least 50% of the voting rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Pooling and Servicing Agreement (unless a higher percentage of voting rights is required for such action). If no event of default shall have occurred and be continuing, the Trustee will not be bound to make any investigation into the facts or matters stated in any document, unless requested in writing to do so by holders of Certificates entitled to at least 25% of the voting rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Pooling and Servicing Agreement, the Trustee may require reasonable indemnity from such requesting holders against such expense or liability as a condition to taking any such action.

The Trustee and any director, officer, employee or agent of the Trustee, will be entitled to indemnification by the Trust, to the extent of amounts held in the Collection Account from time to time, for any loss, liability damages, claims or unanticipated expenses (including reasonable attorneys’ fees) arising out of or incurred by the Trustee in connection with any act or omission of the Trustee relating to the exercise and performance of any of the powers and duties of the Trustee under the Pooling and Servicing Agreement. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the Trustee pursuant to the Pooling and Servicing Agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the Trustee in the performance of its obligations and duties under the Pooling and Servicing Agreement, or by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee made in the Pooling and Servicing Agreement.

The Trustee will be entitled to execute any of its trusts or powers under the Pooling and Servicing Agreement or perform any of its duties under the Pooling and Servicing Agreement either directly or by or through agents or attorneys, and the Trustee will not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys.

The Trustee will be permitted at any time to resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Master Servicer, the Special Servicer and each rating agency. Upon receiving this notice of

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resignation, the Master Servicer will be required to promptly appoint a successor Trustee acceptable to the Master Servicer. If no successor Trustee shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning Trustee may petition any court of competent jurisdiction to appoint a successor Trustee.

If at any time a Trustee ceases to be eligible to continue as Trustee under the Pooling and Servicing Agreement, or if at any time the Trustee becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the Trustee, any public officer takes charge or control of the Trustee or its property, the Master Servicer or the Depositor will be authorized to remove the Trustee and appoint a successor Trustee. In addition, holders of the Certificates entitled to at least 51% of the voting rights may at any time, remove the Trustee under the Pooling and Servicing Agreement and appoint a successor Trustee.

At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property securing the same is located, the Trustee will have the power to appoint one or more persons or entities approved by the Trustee to act (at the expense of the Trustee) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such co-trustee or separate trustee such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Except as required by applicable law, the appointment of a co-trustee or separate trustee will not relieve the Trustee of its responsibilities, obligations and liabilities under the Pooling and Servicing Agreement to the extent set forth therein.

The Trustee will be the REMIC Administrator, as described in the prospectus. See ‘‘Description of the Pooling Agreements—Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor’’ in the prospectus.

Any resignation or removal of a Trustee and appointment of a successor Trustee will not become effective until acceptance of appointment by the successor Trustee. Notwithstanding the foregoing, upon any termination of the Trustee under the Pooling and Servicing Agreement, the Trustee will continue to be entitled to receive from the Trust all accrued and unpaid compensation and expenses and indemnities through the date of termination plus, the reimbursement of all advances made by the Trustee and interest thereon as provided in the Pooling and Servicing Agreement. In addition, if the Trustee is terminated without cause, the terminating party is required to pay all of the expenses of the Trustee, necessary to effect the transfer of its responsibilities to the successor trustee. Any successor trustee must have a combined capital and surplus of at least $50,000,000 and have a debt rating that satisfies certain criteria set forth in the Pooling and Servicing Agreement.

Paying Agent, Certificate Registrar, Custodian and Authenticating Agent

The Trustee will be the paying agent (in that capacity, the ‘‘Paying Agent’’). In addition, the Trustee will initially serve as registrar (in that capacity, the ‘‘Certificate Registrar’’) for purposes of recording and otherwise providing for the registration of the offered certificates and of transfers and exchanges of the definitive certificates, if issued, and as authenticating agent of the certificates (in that capacity, the ‘‘Authenticating Agent’’). The Trustee will be responsible for paying the fees of each such agent.

Using information set forth in this prospectus supplement, the Trustee will develop the cash flow model for the Trust Fund. Based on the monthly loan information provided by the Master Servicer, the Trustee will calculate the amount of principal and interest to be paid to each class of Certificates on each Distribution Date. In accordance with the cash flow model and based on the monthly loan information provided by the Master Servicer, the Trustee will perform distribution calculations, remit distributions on the Distribution Date to certificateholders and prepare a monthly statement to certificateholders detailing the payments received and the activity on the Mortgage Loans during the collection period. In performing these obligations, the Trustee will be able to conclusively rely on the information provided to it

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by the Master Servicer, and the Trustee will not be required to recompute, recalculate or verify the information provided to it by the Master Servicer. As paying agent, the Trustee is responsible for the preparation of all REMIC and grantor trust tax returns on behalf of the Trust Fund, the preparation and filing of certain reports on Form 8-K, the preparation and filing of monthly reports on Form 10-D and the preparation and filing of annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the issuing Trust Fund.

There have been no material changes to the Trustee’s policies on procedures with respect to its securities administration function other than changes required by applicable laws.

The Trustee is acting as custodian of the Mortgage Loan files (other than with respect to the EZ Storage Portfolio Loan, for which Wells Fargo Bank, N.A. will act as custodian) pursuant to the pooling and servicing agreement (in such capacity, the ‘‘Custodian’’). The Custodian is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the Trustee and the Certificateholders. In its capacity as Custodian, LaSalle will hold the Mortgage Loan files exclusively for the use and benefit of the Trust Fund. The Custodian will not have any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid. The disposition of the Mortgage Loan files will be governed by the Pooling and Servicing Agreement. LaSalle provides custodial services on over 1,000 residential, commercial and asset-backed securitization transactions and maintains almost 2.5 million custodial files in its two vault locations in Elk Grove, Illinois and Irvine, California. LaSalle’s two vault locations can maintain a total of approximately 6 million custody files. All custody files are segregated and maintained in secure and fire resistant facilities in compliance with customary industry standards. The vault construction complies with Fannie Mae/Ginnie Mae guidelines applicable to document custodians. LaSalle maintains disaster recovery protocols to ensure the preservation of custody files in the event of force majeure and maintains, in full force and effect, such fidelity bonds and/or insurance policies as are customarily maintained by banks which act as custodians. LaSalle uses unique tracking numbers for each custody file to ensure segregation of collateral files and proper filing of the contents therein and accurate file labeling is maintained through a monthly reconciliation process. LaSalle uses a proprietary collateral review system to track and monitor the receipt and movement internally or externally of custody files and any release or reinstatement of collateral.

Certain Relationships and Related Transactions

LNR Partners, Inc., the Special Servicer, is an affiliate of LNR Securities Holdings, LLC, the holder of the initial controlling class.

German American Capital Corporation, a sponsor and mortgage loan seller, is an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, and Deutsche Bank Securities Inc., one of the lead underwriters.

Barclays Capital Real Estate Inc., a sponsor and mortgage loan seller, is an affiliate of Barclays Capital Inc., one of the lead underwriters.

Bank of America, National Association, a sponsor, mortgage loan seller, a Primary Servicer with respect to certain of the Mortgage Loans sold to the Depositor by BCRE and all of the Mortgage Loans that were sold to the Depositor by Bank of America, National Association and the Master Servicer with respect to the Mortgage Loan known as the EZ Storage Portfolio loan, is an affiliate of Banc of America Securities LLC, one of the lead underwriters.

LaSalle Bank National Association and BCRE are parties to a custodial agreement whereby LaSalle, for consideration, provides custodial services to BCRE for certain commercial mortgage loans originated or purchased by it. Pursuant to this custodial agreement, LaSalle is currently providing custodial services for all of the mortgage loans to be sold by BCRE to the

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Depositor in connection with this securitization. The terms of the custodial agreement are customary for the commercial mortgage-backed securitization industry providing for the delivery, receipt, review and safekeeping of mortgage loan files.

LaSalle Bank National Association and German American Capital Corporation (‘‘GACC’’) are parties to a custodial agreement whereby LaSalle, for consideration, provides custodial services to GACC for certain commercial mortgage loans originated or purchased by it. Pursuant to this custodial agreement, LaSalle is currently providing custodial services for all of the mortgage loans to be sold by GACC to the Depositor in connection with this securitization. The terms of the custodial agreement are customary for the commercial mortgage-backed securitization industry providing for the delivery, receipt, review and safekeeping of mortgage loan files.

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DESCRIPTION OF THE MORTGAGE POOL

General

The Trust (or the ‘‘Trust Fund’’) to be created by the Depositor will consist of a pool (the ‘‘Mortgage Pool’’) of 173 fixed-rate mortgage loans (each a ‘‘Mortgage Loan,’’ and collectively, the ‘‘Mortgage Loans’’) secured by first liens on 413 commercial and multifamily and manufactured housing community properties (each a ‘‘Mortgaged Property,’’ and collectively, the ‘‘Mortgaged Properties’’). The Mortgage Pool has an aggregate principal balance as of the Cut-off Date of approximately $3,775,704,017 (the ‘‘Initial Outstanding Pool Balance’’). The principal balances of the Mortgage Loans as of December 1, 2006 (the ‘‘Cut-off Date’’) (each, a ‘‘Cut-off Date Balance’’) will range from $1,347,736 to $345,000,000 and the average Cut-off Date Balance will be $21,824,879 subject to a variance of plus or minus 5%. The pool of Mortgage Loans will be deemed to consist of two Loan Groups (‘‘Loan Group 1’’ and ‘‘Loan Group 2’’ and, collectively, the ‘‘Loan Groups’’). Loan Group 1 will consist of 129 Mortgage Loans, representing 82.27% of the Initial Outstanding Pool Balance (the ‘‘Initial Loan Group 1 Balance’’). Loan Group 2 will consist of 44 Mortgage Loans (or 66.85% of the aggregate principal balance of the mortgage loans secured by multifamily properties and manufactured housing community), representing 17.73% of the Initial Outstanding Pool Balance (the ‘‘Initial Loan Group 2 Balance’’). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. All numerical information provided herein with respect to the Mortgage Loans is provided on an approximate basis. All percentages of the Mortgage Pool, or of any specified sub-group thereof, referred to herein without further description are approximate percentages of the Initial Outstanding Pool Balance. Descriptions of the terms and provisions of the Mortgage Loans are generalized descriptions of the terms and provisions of the Mortgage Loans in the aggregate. Many of the individual Mortgage Loans have specific terms and provisions that deviate from the general description.

Each of the Mall of America Loan, the EZ Storage Portfolio Loan, the First City Tower Loan, the Fortress/Ryan’s Portfolio Loan, the Casual Male HQ Loan, the Sabre Office Center Loan, the Summit Park Apartments Loan, the Shoppes at Savannah Loan and the 777 Sunrise Highway Loan has one or more companion loans. Each companion loan is referred to in this prospectus supplement as a ‘‘Companion Loan.’’ Each Mortgage Loan together with its related Companion Loans is referred to in this prospectus supplement as a ‘‘Loan Combination.’’ None of the Companion Loans are included in the Mortgage Pool. Certain of the Companion Loans are pari passu in right of payment with the related Mortgage Loan. Each pari passu Companion Loan is referred to in this prospectus supplement as a ‘‘Pari Passu Companion Loan.’’ The EZ Storage Portfolio Loan is sometimes referred to as a ‘‘Non-Serviced Mortgage Loan.’’ Certain of the Companion Loans are subordinate in right of payment to the related Mortgage Loan. Each subordinate Companion Loan is referred to in this prospectus supplement as a ‘‘B Loan.’’ The First City Tower B Loan, inclusive of the First City Tower Future Advance, is considered to be a single B loan. The Companion Loans related to the Mall of America Loan, the First City Tower Loan, the Fortress/Ryan’s Portfolio Loan, the Casual Male HQ Loan, the Sabre Office Center Loan, the Summit Park Apartments Loan, the Shoppes at Savannah Loan and the 777 Sunrise Highway Loan are being serviced under the Pooling and Servicing Agreement and each such Companion Loan is sometimes referred to in this prospectus supplement as a ‘‘Serviced Companion Loan’’ and together with the related Mortgage Loan, as a ‘‘Serviced Loan Combination’’.

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Each Mortgage Loan is evidenced by one or more promissory notes (each, a ‘‘Note’’) and secured by one or more mortgages, deeds of trust or other similar security instruments (each, a ‘‘Mortgage’’). Each of the Mortgages creates a first lien on the interests of the related borrower in the related Mortgaged Property, as set forth on the following table:


Interest of Borrower Encumbered No. of Mortgaged
Properties
% of Initial
Pool
Balance(1)
% of Initial Loan
Group 1 Balance(1)
% of Initial Loan
Group 2 Balance(1)
Fee Simple Estate(2) 385
90.44
%
88.97
%
97.25
%
Leasehold Estate 26
7.09
8.03
2.75
Partial Fee/Partial Leasehold Estate 2
2.47
3.00
0.00
Total 413
100.00
%
100.00
%
100.00
%
(1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts (which amounts, if not specified in the related Mortgage Loan Documents, are based on the appraised values or square footage of each Mortgaged Property and/or each Mortgaged Property’s underwritten net cash flow).
(2) Includes Mortgage Loans secured by the borrower’s leasehold interest in the Mortgaged Property along with the corresponding fee interest of the ground lessor in such Mortgaged Property.

Security for the Mortgage Loans

None of the Mortgage Loans is insured or guaranteed by the United States, any governmental agency or instrumentality, any private mortgage insurer or by the Depositor, any Sponsor, the Master Servicer, the Special Servicer or the Trustee or any of their respective affiliates. Each Mortgage Loan is or should be considered to be nonrecourse. In the event of a default under any Mortgage Loan, the lender’s remedies generally are limited to foreclosing against the specific Mortgaged Property or Mortgaged Properties securing such Mortgage Loan and such limited other assets as may have been pledged to secure such Mortgage Loan subject to customary nonrecourse carveouts either to the borrower or its sponsor. Even if a Mortgage Loan is recourse to the borrower (or if a nonrecourse carveout to the borrower applies), in most cases, the borrower’s assets are limited primarily to its interest in the related Mortgaged Property. Each Mortgage Loan is secured by one or more Mortgages and an assignment of the related borrower’s interest in the leases, rents, issues and profits of the related Mortgaged Properties. In certain instances, additional collateral exists in the nature of letters of credit, partial indemnities or guaranties, or in the establishment and pledge of one or more reserve or escrow accounts (such accounts, ‘‘Reserve Accounts’’). In many cases, this additional collateral may be returned to the borrower prior to the related loan maturity date. Each Mortgage constitutes a first lien on a fee or leasehold interest in a Mortgaged Property, subject generally only to (i) liens for real estate and other taxes and special assessments not yet delinquent or accruing interest or penalties, (ii) covenants, conditions, restrictions, rights of way, easements and other encumbrances whether or not of public record as of the date of recording of the related Mortgage, such exceptions having been acceptable to the related Mortgage Loan Seller in connection with the purchase or origination of the related Mortgage Loan, and (iii) such other exceptions and encumbrances on Mortgaged Properties as are reflected in the related title insurance policies.

With respect to any Mortgage which has been recorded in the name of MERS or its designee, no mortgage assignment in favor of the Trustee will be required to be recorded or delivered. Instead, the related Mortgage Loan Seller will be required to take all actions as are necessary to cause the Trustee to be shown as the owner of the related mortgage loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In accordance with the terms of the Pooling and Servicing Agreement (as defined in this prospectus supplement), the Trustee will review each mortgage

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file after the Closing Date (or after the Trustee’s receipt of any document permitted to be delivered after the Closing Date) to determine if any of the foregoing documents are missing.

Significant Mortgage Loans and Significant Obligors

No Mortgage Loan has an outstanding principal balance as of the Cut-off Date which exceeds 9.14% of the Initial Pool Balance.

The following table sets forth information regarding the ten largest Mortgage Loans and/or related groups in the pool, which represent, in the aggregate, approximately 35.86% of the Initial Pool Balance.

Ten Largest Mortgage Loans


Mortgage
Loan or
Cross-Collateralized
Group
Loan
No.
Number of
Mortgage
Loans
Number of
Mortgaged
Properties
Cut-off
Date
Balance
% of
Initial
Pool
Balance
% of
Applicable
Initial
Loan
Group 1
Balance
Mortgage
Rate(2)
Stated
Remaining
Terms
(Mos.)
DSCR(1) Cut-off
Date LTV
Ratio(1)
LTV
Ratio at
Maturity(1)
Mall of America 1
1
1
$ 345,000,000
9.14
%
11.11
%
5.7990
%
120
1.43
x
75.50
%
75.50
%
Four Allen Center 2
1
1
240,000,000
6.36
7.73
5.7700
%
82
1.30
x
80.00
%
80.00
%
EZ Storage Portfolio 3
1
48
150,000,000
3.97
4.83
5.6471
%
120
1.33
x
82.69
%
82.69
%
JQH Hotel Portfolio 4
1
5
125,000,000
3.31
4.02
6.3900
%
119
1.39
x
65.21
%
57.15
%
Manhattan Office Portfolio 5
2
2
106,000,000
2.81
3.41
5.5902
%(3)
(4
)
1.19
x
80.37
%
77.17
%
First City Tower 6
1
1
93,000,000
2.46
2.99
6.1300
%
116
2.39
x
43.26
%
43.26
%
Victoria Ward Industrial, Gateway & Village 7
1
1
88,500,000
2.34
2.85
5.6120
%
58
1.25
x
67.30
%
67.30
%
Sierra Vista Mall 8
1
1
77,777,777
2.06
2.50
5.8000
%
120
1.37
x
76.11
%
76.11
%
Morgan Resort Portfolio 9
1
12
75,500,000
2.00
2.43
6.5800
%
57
1.25
x
69.25
%
66.17
%
Scottsdale 101 10
1
1
70,000,000
1.85
2.25
5.6500
%
118
1.84
x
58.82
%
58.82
%
Total/Wtd. Ave.  
11
73
$ 1,370,777,777
36.31
%
44.13
%
5.8609
%
103
1.44
x
72.63
%
71.48
%
(1) For information regarding the calculations of DSCR, LTV and LTV at Maturity, see ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in this prospectus supplement.
(2) Represents the Mortgage Rate rounded to 4 decimal places.
(3) Represents the weighted average of the Mortgage Rate rounded to 4 decimal places, calculated based on 5.5060% for the $60,000,000 369 Lexington Avenue loan and 5.7000% for the $46,000,000 2 West 46th Street loan.
(4) The Manhattan Office Portfolio loan consists of two crossed loans, the 369 Lexington Avenue loan and the 2 West 46th Street loan, which have stated remaining terms of 121 months and 61 months, respectively.

The Mortgage Loan Sellers

The Depositor will purchase the Mortgage Loans to be included in the Trust Fund on or before the Closing Date from GACC, BCRE, Bank of America and GECC pursuant to four separate mortgage loan purchase agreements (each, a ‘‘Mortgage Loan Purchase Agreement’’), to be dated the Closing Date between the related Mortgage Loan Seller and the Depositor.

GACC.    52 Mortgage Loans, which represent security for 47.58% of the Initial Outstanding Pool Balance, 48.23% of the Initial Loan Group 1 Balance and 44.57% of the Initial Loan Group 2 Balance, will be sold to the Depositor by GACC. All such Mortgage Loans were originated by GACC or an affiliate of GACC. See ‘‘Transaction Parties—The Sponsors—German American Capital Corporation’’ in this prospectus supplement.

BCRE.    38 Mortgage Loans, which represent security for 19.52% of the Initial Outstanding Pool Balance, 22.30% of the Initial Loan Group 1 Balance and 6.59% of the Initial Loan Group 2

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Balance, will be sold to the Depositor by BCRE. All such Mortgage Loans were originated by BCRE. See ‘‘Transaction Parties—The Sponsors—Barclays Capital Real Estate Inc.’’ in this prospectus supplement.

Bank of America.    34 Mortgage Loans, which represent security for 17.88% of the Initial Outstanding Pool Balance, 18.59% of the Initial Loan Group 1 Balance and 14.58% of the Initial Loan Group 2 Balance, will be sold to the Depositor by Bank of America. All such Mortgage Loans were originated by Bank of America or an affiliate of Bank of America. See ‘‘Transaction Parties—The Sponsors—Bank of America, National Association’’ in this prospectus supplement.

GECC.    49 Mortgage Loans, which represent security for 15.03% of the Initial Outstanding Pool Balance, 10.88% of the Initial Loan Group 1 Balance and 34.26% of the Initial Loan Group 2 Balance, will be sold to the Depositor by GECC. All such Mortgage Loans were originated by GECC or an affiliate of GECC. See ‘‘Transaction Parties—The Sponsors—General Electric Capital Corporation’’ in this prospectus supplement.

The Mortgage Loans were originated or acquired by the Mortgage Loan Sellers (or an affiliate of such Mortgage Loan Seller) as follows:


Mortgage Loan Seller Number of
Mortgage Loans
Initial
Outstanding
Pool Balance
% of Cut-off
Date Principal
Balance
% of Initial
Loan Group 1
Balance
% of Initial
Loan Group 2
Balance
German American Capital Corporation 52
$ 1,796,482,777
47.58
%
48.23
%
44.57
%
Barclays Capital Real Estate Inc. 38
$ 736,898,769
19.52
%
22.30
%
6.59
%
Bank of America, National Association 34
$ 674,920,679
17.88
%
18.59
%
14.58
%
General Electric Capital Corporation 49
$ 567,401,793
15.03
%
10.88
%
34.26
%

Each of the Mortgage Loan Sellers will make certain representations and warranties with respect to the Mortgage Loans sold by it and, with respect to a breach of a representation or warranty that materially and adversely (i) affects the value of a Mortgage Loan sold by it, (ii) affects the value of the related Mortgaged Property or (iii) affects the interests of the Trustee or any holders of the Certificates therein, the related Mortgage Loan Seller generally will be required to cure such breach, repurchase the Mortgage Loan or substitute another loan for that Mortgage Loan. See ‘‘The Pooling and Servicing Agreement—Representations and Warranties; Repurchase; Substitution’’ in this prospectus supplement.

The information set forth herein concerning the Mortgage Loan Sellers and the underwriting conducted by each of the Mortgage Loan Sellers with respect to the related Mortgage Loans has been provided by the respective Mortgage Loan Sellers.

A description of the underwriting standards of each Mortgage Loan Seller is set forth above under ‘‘Transaction Parties—The Sponsors.’’

The Mortgage Loans included in this transaction were selected for this transaction from mortgage loans specifically originated or acquired for securitizations of this type by the Sponsors taking into account rating agency criteria and feedback, subordinate investor feedback, property type and geographic location.

Certain Underwriting Matters

Environmental Site Assessments.    Except as described below, environmental site assessments or updates of a previously conducted assessment based on information in an established database or study were conducted on all of the Mortgaged Properties within the 18-month period prior to the Cut-off Date. In some cases these assessments or updates revealed the existence of material environmental conditions. The Mortgage Loan Sellers have informed the Depositor that where such conditions were identified:

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•  the circumstance or condition has been remediated in all material respects,
•  the borrower has escrowed funds to effect the remediation,
•  a responsible party, not related to the borrower, has been identified by the applicable governmental authority,
•  an operations and maintenance plan has been or will be implemented,
•  environmental insurance with respect to such condition has been obtained,
•  an indemnity or guaranty with respect to such condition was obtained from a responsible third party or the sponsor,
•  a ‘‘no further action’’ letter or other evidence has been obtained stating that the applicable governmental authority has no current intention of requiring any action be taken by the borrower or any other person with respect to such condition, or
•  upon further investigation, an environmental consultant recommended no further investigation or remediation.

For more information regarding environmental conditions, see ‘‘Risk Factors—Risks Related to the Mortgage Loans—Potential Trust Liability Related to a Materially Adverse Environmental Condition’’ in this prospectus supplement.

With respect to certain mortgage loans, an insurance policy was obtained with respect to the related Mortgaged Property in lieu of obtaining indemnification from the sponsor or with respect to environmental matters. Subject to certain conditions and exclusions, each environmental insurance policy generally insures the Trust against losses resulting from certain known and/or unknown environmental conditions at the related Mortgaged Property during the applicable policy period. Subject to certain conditions and exclusions, the environmental insurance policies generally provide coverage against (i) losses resulting from default under the applicable Mortgage Loan, up to the then outstanding principal balance and certain unpaid interest of the Mortgage Loan, if on-site environmental conditions in violation of applicable environmental standards are discovered at the Mortgaged Property during the policy period and no foreclosure of the Mortgaged Property has taken place, provided, however, that with respect to certain Mortgage Loans for which an environmental insurance policy was obtained, the coverage may be limited to the lesser of the outstanding loan balance and the costs of clean up of environmental conditions, up to the applicable aggregate policy limit; (ii) losses from third-party claims against the lender during the policy period for bodily injury, property damage or clean-up costs resulting from environmental conditions at or emanating from the Mortgaged Property; and (iii) after foreclosure, costs of clean-up of environmental conditions discovered during the policy period to the extent required by applicable law, including any court order or other governmental directive.

The information contained herein regarding environmental conditions at the Mortgaged Properties is based on the environmental site assessments or the updates described in the first paragraph under this heading and has not been independently verified by the Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the Special Servicer, the Trustee or any of their respective affiliates. There can be no assurance that the environmental site assessments or such updates, as applicable, identified all environmental conditions and risks, or that any such environmental conditions will not have a material adverse effect on the value or cash flow of the related Mortgaged Property.

Property Condition Assessments.    The Mortgage Loan Sellers have informed the Depositor that inspections of substantially all of the Mortgaged Properties (or updates of previously conducted inspections) were conducted by independent licensed engineers or other representatives or designees of the related Mortgage Loan Seller within the 18-month period prior to the Cut-off Date. Such inspections were commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems (in most cases) and the

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general condition of the site, buildings and other improvements located at a Mortgaged Property. With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital expenditures. The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment. In some (but not all) instances, cash reserves were established with the lender to fund such deferred maintenance and/or replacement items. The mortgaged properties identified in Annex A-1 as the Fortress/Ryan’s Portfolio Mortgaged Properties were not inspected within 18 months prior to the Cut-off Date.

Appraisals and Market Analysis.    The Mortgage Loan Sellers have informed the Depositor that an appraisal or market analysis for all of the Mortgaged Properties was performed (or an existing appraisal was updated) on behalf of the related Mortgage Loan Seller within the 19-month period prior to the Cut-off Date. Each such appraisal was conducted by an independent appraiser that is state certified and/or designated as a Member of the Appraisal Institute (‘‘MAI’’), in order to provide an opinion as to the market value of the related Mortgaged Property. In general, such appraisals represent the analysis and opinion of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and the same method of appraising the Mortgaged Property. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. See ‘‘Risk Factors—Risks Related to the Mortgage Loans—Appraisals and Market Studies Have Certain Limitations’’ in this prospectus supplement.

Property, Liability and Other Insurance.    The Mortgage Loan Documents generally require that: (i) the Mortgaged Property be insured by a property and casualty insurance policy in an amount (subject to a customary deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan (or Loan Combination), 100% of the full insurable replacement cost of the improvements located on the related Mortgaged Property or, with respect to certain Mortgage Loans, the full insurable actual cash value of the Mortgaged Property; or (ii) the Mortgaged Property be insured by property insurance in such other amounts as was required by the related originators with, if applicable, appropriate endorsements to avoid the application of a co-insurance clause and without reduction in insurance proceeds for depreciation. In addition, if any portion of the improvements to a Mortgaged Property securing any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an area identified in the ‘‘Federal Register’’ by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, a flood insurance policy meeting the requirements of the then-current guidelines of the Federal Insurance Administration is in effect (except where self-insurance is permitted) with a generally acceptable insurance carrier, in an amount representing coverage not less than the lesser of (1) the outstanding principal balance of such Mortgage Loan and with respect to any Mortgage Loan related to a Serviced Companion Loan, the outstanding principal balance of the Serviced Loan Combination, (2) the maximum amount of insurance required by the terms of the related Mortgage to the extent available for the related Mortgaged Property under the National Flood Insurance Act of 1968, as amended and (3) 100% of the replacement cost of the improvements located in the special flood hazard area on the related Mortgaged Property. In general, the standard form of property and casualty insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy.

Each Mortgage generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property. Each Mortgage generally

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further requires the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related Mortgaged Property for not less than six months. In general, the Mortgaged Properties are not insured for earthquake risk, floods and other water-related causes, landslides and mudflow, vermin, nuclear reaction or war. In addition, certain of the insurance policies may specifically exclude coverage for losses due to mold, certain acts of nature, terrorist activities or other insurable conditions or events. In some cases, the Mortgage Loan Documents permit the related borrower to rely on self-insurance provided by a tenant in lieu of an insurance policy. See ‘‘Risk Factors—Risks Related to the Mortgage Loans—Property Insurance’’ in this prospectus supplement.

Split Loan Structures

The Mall of America Loan Combination

With respect to the Mortgage Loan known as the ‘‘Mall of America’’ loan (the ‘‘Mall of America Loan’’), representing approximately 9.14% of the Initial Outstanding Pool Balance and 11.11% of the Initial Loan Group 1 Balance and with a Cut-off Date Balance of $345,000,000, the related Mortgaged Property also secures two other mortgage loans (the ‘‘Mall of America Pari Passu Loan A-2’’ and the ‘‘Mall of America Pari Passu Loan A-3’’, collectively the ‘‘Mall of America Pari Passu Loans’’ and, together with the Mall of America Loan, the ‘‘Mall of America Loan Combination’’). The Mall of America Pari Passu Loan A-2 and the Mall of America Pari Passu Loan A-3 are pari passu in right of payment with the Mall of America Loan and have a Cut-off Date Balance of $205,000,000 each. The Mall of America Loan and the Mall of America Pari Passu Loans have the same interest rate, maturity date and amortization term. Only the Mall of America Loan is included in the Trust. The Mall of America Pari Passu Loans are not assets of the Trust.

The Mall of America Pari Passu Loans are each owned by GACC, one of the Mortgage Loan Sellers. The related intercreditor agreement also permits GACC or an affiliate thereof, so long as it is the holder of a Mall of America Pari Passu Loan, to sell such loan at any time or to divide such retained mortgage loan into one or more ‘‘component’’ pari passu notes in the aggregate principal amount equal to the then outstanding mortgage loan being allocated, provided that the aggregate principal balance of the new pari passu mortgage loans following such amendments is no greater than the aggregate principal balance of the Mall of America Pari Passu Loans prior to such amendments.

For the purpose of the information presented in this prospectus supplement with respect to the Mall of America Loan, the loan per net rentable area ratio, the debt service coverage ratio and loan-to-value ratio reflect the aggregate indebtedness evidenced by the Mall of America Loan Combination.

General.    The Mall of America Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Mall of America Loan Combination will be effected in accordance with the Pooling and Servicing Agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make (i) any required P&I Advances on the Mall of America Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Mall of America Loan and (ii) Property Advances with respect to Mall of America Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Mall of America Loan Combination.

Distributions.    The holders of the Mall of America Loan and the Mall of America Pari Passu Loans have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the Mall of America Loan Combination and provides, in general, that:

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•  the Mall of America Loan and the Mall of America Pari Passu Loans are of equal priority with each other and no portion of either of them will have priority or preference over the other; and
•  all payments, proceeds and other recoveries on or in respect of the Mall of America Loan and the Mall of America Pari Passu Loans will be applied to the Mall of America Loan and the Mall of America Pari Passu Loans on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Master Servicer, the Special Servicer and the Trustee) in accordance with the terms of the Pooling and Servicing Agreement.

Consultation and Consent.    Any decision to be made with respect to the Mall of America Loan Combination that requires the approval of the Directing Holder or otherwise requires approval under the related intercreditor agreement (including the termination of the Special Servicer and the appointment of a successor special servicer) will require the approval of the Directing Holder. In the event a decision is to be made with respect to any of the actions listed below or any other decisions that require approval of the Directing Holder under the Pooling and Servicing Agreement or under the related intercreditor agreement, the Master Servicer or the Special Servicer, as applicable, is required to provide the holders of the Mall of America Pari Passu Loans prompt notice that such a determination is to be made. The holders of the Mall of America Pari Passu Loans or their representatives have the non-binding right to consult with the Master Servicer or the Special Servicer, as applicable, with respect to any such action. Pursuant to the related intercreditor agreement, each holder of the Mall of America Loan and the Mall of America Pari Passu Loans may consult separately with the Master Servicer or the Special Servicer, as applicable, about a particular course of action. Approval from the Directing Holder is required with respect to the following:

•  any modification or amendment of, or waiver with respect to, the Mall of America Loan Combination or the Mortgage Loan Documents that would result in the extension of the applicable maturity date, a reduction in the applicable mortgage rate borne thereby or the monthly payment, or any prepayment premium, exit fee or yield maintenance charge payable thereon or a deferral or forgiveness of interest on or principal of the Mall of America Loan Combination, modification or waiver of any other monetary term of the Mall of America Loan Combination relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision of the Mall of America Loan Combination which restricts the borrower from incurring additional indebtedness or from transferring the related Mortgaged Property or any transfer of direct or indirect equity interests in the borrower;
•  any modification or amendment of, or waiver with respect to the related Mortgage Loan Documents that would result in a discounted pay off;
•  any foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of the related Mortgaged Property securing such specially serviced mortgage loan or any acquisition of the related Mortgaged Property by deed in lieu of foreclosure;
•  any proposed or actual sale of the related Mortgaged Property, the related REO property or mortgage loan (other than in connection with the exercise of the fair value purchase option, the termination of the Trust or the purchase by a Mortgage Loan Seller of a Mortgage Loan in connection with a breach of a representation or a warranty or a document defect);
•  any release of the related borrower, any guarantor or other obligor from liability;
•  any determination not to enforce a ‘‘due on sale’’ or ‘‘due on encumbrance’’ clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower);

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•  any action to bring the related Mortgaged Property or related REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Mortgaged Property or REO property;
•  any substitution or release of collateral or acceptance of additional collateral for such mortgage loan including the release of additional collateral for such Loan Combination unless required by the underlying Mortgage Loan Documents (other than any release made in connection with the grant of a non material easement or right of way or other non material release such as a ‘‘curb cut’’);
•  any adoption or approval of a plan in a bankruptcy of the related borrower;
•  consenting to any ‘‘new lease’’ or ‘‘lease modification’’ at any Mortgaged Property securing the Mall of America Loan Combination, to the extent the lender’s approval is required under the related Mortgage Loan Documents;
•  any renewal or replacement of the then existing insurance policies (to the extent the lender’s approval is required under the related Mortgage Loan Documents) or any waiver, modification or amendment of any insurance requirements under the related Mortgage Loan Documents; and
•  any consent, waiver or approval with respect to any change in the property manager at the Mortgaged Properties securing the Mall of America Loan Combination.

Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the Special Servicer or the Master Servicer by the Directing Holder or its designee, in no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the Servicing Standard, violate the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related Mortgage Loan Documents.

Sale of Defaulted Mortgage Loan.    Under the Pooling and Servicing Agreement, if the Mall of America Loan is subject to a fair value purchase option, the Special Servicer will be required to determine the purchase price for each Mall of America Pari Passu Loan. Each option holder specified in ‘‘The Pooling and Servicer Agreement—Sale of Defaulted Mortgage Loans’’ of this prospectus supplement will have an option to purchase the Mall of America Loan and the holder of each Mall of America Pari Passu Loan (or its designee) will have an option to purchase each Mall of America Pari Passu Loan, at the purchase price determined by the Special Servicer under the Pooling and Servicing Agreement.

Termination of Special Servicer.    The Directing Holder (or its designee) will be entitled to terminate the Special Servicer with respect to the special servicing of the Mall of America Loan Combination at any time, with cause, and to appoint a replacement Special Servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement, and will provide prompt notice to the holders of the Mall of America Pari Passu Loans that it intends to remove the Special Servicer for the Mortgage Loan. Any successor special servicer will be required to have the rating specified in the related intercreditor agreement and such appointment will be subject to receipt of a ‘‘no downgrade’’ letter from the Rating Agencies.

The EZ Storage Portfolio Loan Combination

With respect to the Mortgage Loan known as the ‘‘EZ Storage Portfolio’’ loan (the ‘‘EZ Storage Portfolio Loan’’), representing approximately 3.97% of the Initial Outstanding Pool Balance and 4.83% of the Initial Loan Group 1 Balance and with a Cut-off Date Balance of $150,000,000, the related Mortgaged Properties also secure one other mortgage loan (the ‘‘EZ Storage Portfolio Pari Passu Loan’’ and, together with the EZ Storage Portfolio Loan, the ‘‘EZ Storage Portfolio Loan Combination’’). The EZ Storage Portfolio Pari Passu Loan is pari passu in right of payment with the EZ Storage Portfolio Loan and has a Cut-off Date Balance of

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$150,000,000. The EZ Storage Portfolio Loan and the EZ Storage Portfolio Pari Passu Loan have the same interest rate, maturity date and amortization term. Only the EZ Storage Portfolio Loan is included in the Trust. The EZ Storage Portfolio Pari Passu Loan is not an asset of the Trust.

The EZ Storage Portfolio Pari Passu Loan was deposited into the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 commercial mortgage securitization.

For the purpose of the information presented in this prospectus supplement with respect to the EZ Storage Portfolio Loan, the loan per net rentable area ratio, the debt service coverage ratio and loan-to-value ratios reflect the aggregate indebtedness evidenced by the EZ Storage Portfolio Loan Combination.

General.    The EZ Storage Portfolio Loan Combination is serviced pursuant to the terms of the pooling and servicing agreement related to the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 commercial mortgage securitization (the ‘‘BACM Series 2006-6 Pooling and Servicing Agreement’’) for which Bank of America, National Association is the initial master servicer (in such capacity and any successor thereto, the ‘‘BACM Series 2006-6 Servicer’’) and CWCapital Asset Management LLC is the initial special servicer (in such capacity and any successor thereto, the ‘‘BACM Series 2006-6 Special Servicer’’). However, the Master Servicer or the Trustee, as applicable, will be obligated to make any required P&I Advances on the EZ Storage Portfolio Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the EZ Storage Portfolio Loan.

Distributions.    The holders of the EZ Storage Portfolio Loan and the EZ Storage Portfolio Pari Passu Loan have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the EZ Storage Portfolio Loan Combination and provides, in general, that:

•  the EZ Storage Portfolio Loan and the EZ Storage Portfolio Pari Passu Loan are of equal priority with each other; and
•  all payments, proceeds and other recoveries on or in respect of the EZ Storage Portfolio Loan and the EZ Storage Portfolio Pari Passu Loan will be applied to the EZ Storage Portfolio Loan and the EZ Storage Portfolio Pari Passu Loan on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the BACM Series 2006-6 Servicer, the BACM Series 2006-6 Special Servicer and the related trustee under the BACM Series 2006-6 Pooling and Servicing Agreement and the Master Servicer and the Trustee under the Pooling and Servicing Agreement) in accordance with the terms of the BACM Series 2006-6 Pooling and Servicing Agreement.

Consultation and Consent.    Any decision to be made with respect to the EZ Storage Portfolio Loan Combination that requires the approval of the directing certificateholder under the BACM Series 2006-6 Pooling and Servicing Agreement or otherwise requires approval under the related intercreditor agreement will require the approval of a majority of the noteholders of the EZ Storage Portfolio loan combination, and the controlling class representative will exercise such rights of the trust with respect to the EZ Storage Portfolio loan; provided, however, if a majority of the noteholders do not agree, then the holder of the note included in the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-6 will control such decision.

Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the BACM Series 2006-6 Special Servicer or the BACM Series 2006-6 Servicer by the EZ Storage Portfolio Controlling Holder, in no event will the BACM Series 2006-6 Special Servicer or the BACM Series 2006-6 Servicer be required to take any action or refrain from taking any action which would violate any law of any

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applicable jurisdiction, be inconsistent with the servicing standard under the BACM Series 2006-6 Pooling and Servicing Agreement, violate the REMIC provisions of the Code or violate any other provisions of the BACM Series 2006-6 Pooling and Servicing Agreement or the related Mortgage Loan Documents.

Sale of Defaulted Mortgage Loan.    Under the BACM Series 2006-6 Pooling and Servicing Agreement, if the EZ Storage Portfolio Pari Passu Loan is subject to a fair value purchase option, then the Special Servicer and the Controlling Class Representative, in that order, will be entitled to purchase the EZ Storage Portfolio Loan (but not the EZ Storage Portfolio Pari Passu Loan) from the Trust at the purchase price determined by the BACM Series 2006-6 Special Servicer.

The First City Tower Loan Combination

The Mortgage Loan known as the ‘‘First City Tower’’ loan (the ‘‘First City Tower Loan’’), represents in aggregate approximately 2.46% of the Initial Outstanding Pool Balance and 2.99% of the Initial Loan Group 1 Balance. The related Mortgaged Property also secures a subordinate companion loan (together with the First City Tower Future Advances, the ‘‘First City Tower B Loan’’), a portion of which has been funded as of the Cut-off Date. The related borrower is permitted to request, subject to satisfaction of various conditions, that the holder of the First City Tower B Loan (currently BCRE) make future advances of principal, upon satisfaction of various conditions (the ‘‘First City Tower Future Advances’’). The First City Tower B Loan, together with the related First City Tower Loan, is referred to herein as the ‘‘First City Tower Loan Combination’’. The Cut-off Date Balance of the First City Tower Loan is $93,000,000 and the outstanding principal balance of the First City Tower B Loan as of the Cut-off Date is $3,208,742.

The First City Tower B Loan has the same maturity date and amortization term as the First City Tower Loan, but the First City Tower B Loan will have an interest rate per annum determined by BCRE at the time of the funding. The First City Tower Loan is included in the Trust. The First City Tower B Loan is not an asset of the Trust.

The First City Tower B Loan is currently owned by BCRE. The First City Tower B Loan (or the rights and obligations to make the First City Tower Future Advances) may be sold or transferred at any time (subject to compliance with the terms of the First City Tower Intercreditor Agreement).

For the purpose of the information presented in this prospectus supplement with respect to the First City Tower Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the First City Tower Loan, but exclude the First City Tower B Loan.

Rights of the Holder of the First City Tower B Loan

General.    The First City Tower Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related intercreditor agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the First City Tower Loan Combination will be effected in accordance with the Pooling and Servicing Agreement and the related intercreditor agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make (i) any required P&I Advances on the First City Tower Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the First City Tower Loan Combination, and (ii) Property Advances with respect to the First City Tower Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the First City Tower Loan Combination.

Distributions.    The holders of the First City Tower Loan and the First City Tower B Loan (the ‘‘First City Tower Loan Holder’’ and the ‘‘First City Tower B Loan Holder,’’ respectively)

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have entered into an intercreditor agreement, which sets forth the respective rights of each of the holders of the First City Tower Loan Combination.

Pursuant to the terms of that intercreditor agreement, prior to the occurrence and continuance of a monetary or other material event of default with respect to the First City Tower Loan Combination (or, if such a default has occurred, but the First City Tower B Loan Holder has cured such a default), after payment of amounts payable or reimbursable under the Pooling and Servicing Agreement, payments and proceeds received with respect to the First City Tower Loan Combination will generally be applied in the following manner, in each case to the extent of available funds:

First, to pay to the First City Tower Loan Holder in an amount equal to the accrued and unpaid interest on its outstanding principal balance at its interest rate, net of the master servicing fee and the trustee fee;

Second, any principal payments will be paid to the First City Tower Loan Holder in an amount equal to its pro rata portion of all principal payments on the First City Tower Loan Combination (based on their respective initial principal balances, after giving effect to any Future Advances);

Third, to pay to the First City Tower B Loan Holder an amount equal to the accrued and unpaid interest on its outstanding principal balance at its interest rate, net of the master servicing fee;

Fourth, any principal payments will be paid to the First City Tower B Loan Holder in an amount equal to its pro rata portion of all principal payments on the First City Tower Loan Combination (based on their respective initial principal balances, after giving effect to any Future Advances);

Fifth, any prepayment premium, to the extent actually paid by the borrower, will be paid to (A) the First City Tower Loan Holder, in an amount equal to any prepayment premium actually received in respect of the First City Tower Loan Holder (based on its pro rata portion of the First City Tower Loan Combination); and (B) the First City Tower B Loan Holder, in an amount equal to any prepayment premium actually received in respect of the First City Tower B Loan Holder (based on its pro rata portion of the First City Tower Loan Combination), respectively; each such amount to be determined (i) if such prepayment is in the nature of a fixed percentage of the amount prepaid, by multiplying such percentage by the portion of such promissory note being prepaid and (ii) if the prepayment premium is a ‘‘yield maintenance’’ or ‘‘spread maintenance’’ premium, by separately computing the prepayment premium for such promissory note based on its interest rate and the portion of applicable principal balance being prepaid;

Sixth, to the extent default interest and late payment charges paid by the borrower are not required to be otherwise applied under the Pooling and Servicing Agreement, pro rata, to the First City Tower Loan Holder and the First City Tower B Loan Holder based on their respective pro rata portions of the First City Tower Loan Combination;

Seventh, to the First City Tower B Loan Holder, up to the aggregate amount of all cure payments made by the First City Tower B Loan Holder in connection with its exercise of cure rights; and

Eighth, if any excess amount is paid by the borrower, and not otherwise applied in accordance with the foregoing clauses First through Seventh, such amount will be paid to the First City Tower Loan Holder and the First City Tower B Loan Holder (based on their respective initial principal balances, after giving effect to any Future Advances).

Following the occurrence and during the continuance of a monetary or other material event of default with respect to the First City Tower Loan Combination (unless the First City Tower B Loan Holder has cured such default), after payment of all amounts then payable or reimbursable under the Pooling and Servicing Agreement, payments and proceeds with

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respect to the First City Tower Loan Combination will generally be applied in the following manner, in each case to the extent of available funds:

First, the First City Tower Loan Holder will receive accrued and unpaid interest on its principal balance at its interest rate, net of the master servicing fee and the trustee fee;

Second, the First City Tower Loan Holder will receive an amount up to its outstanding principal balance, until such principal has been paid in full;

Third, the First City Tower B Loan Holder will receive accrued and unpaid interest on its principal balance at its interest rate, net of the master servicing fee;

Fourth, the First City Tower B Loan Holder will receive an amount up to its outstanding principal balance, until such principal has been paid in full;

Fifth, (i) first, to the First City Tower Loan Holder, in an amount equal to any prepayment premium actually received in respect of the First City Tower Loan, and (ii) second, to the First City Tower B Loan in an amount equal to any prepayment premium actually received in respect of the First City Tower B Loan;

Sixth, to the extent default interest paid by the borrower is not required to be otherwise applied under the Pooling and Servicing Agreement, (i) first, to the First City Tower Loan Holder, up to an amount equal to interest at the applicable default rate, and (ii) second, to the First City Tower B Loan up to an amount equal to interest at the applicable default rate;

Seventh, to the extent late payment charges paid by the borrower are not required to be otherwise applied under the Pooling and Servicing Agreement, (i) first, the to First City Loan Holder, until the amount of late payment charges allocable to the First City Tower Loan has been paid in full, and (ii) second, to the First City Tower B Loan Holder until the amount of late payment charges allocable to the First City Tower B Loan has been paid in full;

Eighth, to the First City Tower B Loan Holder, up to the aggregate amount of all cure payments made by the First City Tower B Loan Holder in connection with its exercise of cure rights; and

Ninth, if any excess amount is paid by the borrower and not otherwise applied in accordance with the foregoing clauses first through eighth, such amount will be paid, pro rata, to the First City Tower Loan Holder and the First City Tower B Loan Holder (based on their respective initial principal balances, after giving effect to any Future Advances).

The intercreditor agreement with respect to the First City Tower Loan Combination provides that expenses, losses and shortfalls relating to the First City Tower Loan Combination will be allocated first, to the First City Tower Loan B Holder and then, to the First City Tower Loan Holder.

Consultation and Consent.    Any decision to be made with respect to the First City Tower Loan Combination which requires the approval of the Controlling Class Representative or otherwise requires approval by the First City Tower B Loan Holder under the related intercreditor agreement will, so long as a First City Tower Control Appraisal Event (as defined below) has not occurred, require the written consent of the First City Tower B Loan Holder, including, with respect to the following items:

•  any modification or amendment of or waiver of any term of the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction of the applicable mortgage rate or monthly payment, or a deferral or forgiveness of interest on or principal of the First City Tower Loan Combination, a modification or waiver of any other monetary term of the First City Tower Loan Combination relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision which restricts the related borrower from incurring additional indebtedness (except as expressly permitted by the terms of the mortgage loan documents) or from transferring the Mortgaged Property or equity interests in the borrower;

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•  the waiver of any ‘‘due-on-sale’’ clause and/or ‘‘due-on-encumbrance’’ clause (unless such exercise is reasonably likely to result in successful legal action by the related borrower);
•  any foreclosure upon or comparable conversion (which may include acquisition of a REO Property) of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or other enforcement action under the mortgage loan documents;
•  any proposed or actual sale of all or any portion of the Mortgaged Property or REO Property or the First City Tower Loan Combination (other than in connection with the exercise of the fair value purchase option, the termination of the trust pursuant to the Pooling and Servicing Agreement, or the purchase of the First City Tower Loan Combination by the related Mortgage Loan Seller under the Pooling and Servicing Agreement and/or the related mortgage loan purchase agreement by reason of a breach of a representation or warranty or a document defect);
•  any release of the related borrower, any guarantor or other obligor from liability;
•  any modification or amendment of, or waiver of any term of the First City Tower Loan Combination that would result in a discounted pay-off;
•  any determination to bring any related Mortgaged Property, which has become an REO Property, into compliance with applicable environmental laws or to otherwise address hazardous materials located at such property;
•  any substitution or release of collateral for the First City Tower Loan Combination other than (A) where the release is not conditioned upon obtaining the consent of the lender or does not require the lender’s verification that certain specified conditions have been satisfied, (B) upon satisfaction of the First City Tower Loan Combination, (C) in connection with a pending or threatened condemnation action or (D) in connection with a full or partial defeasance of the First City Tower Loan Combination; provided, however, there shall be no release of any environmental reserve unless the condition for which such reserve is held has been corrected;
•  any adoption or approval of a plan in a bankruptcy of the related borrower;
•  any termination or consent to termination of the related property manager of the First City Tower Loan Combination;
•  any modification, waiver or consent to a modification of, a material non-monetary term of the First City Tower Loan Combination;
•  any acceptance of substitute or additional collateral for the First City Tower Loan Combination (except where the acceptance of the substitute or additional collateral is not conditioned upon obtaining the consent of the lender under the mortgage loan documents);
•  any releases of earn-out reserves or related letters of credit with respect to the Mortgaged Property (other than where the release is not conditioned upon obtaining the consent of the lender under the mortgage loan documents);
•  any termination or replacement, or consent to the termination or replacement, of a property manager with respect to the Mortgaged Property (other than where the action is not conditioned upon obtaining the consent of the lender under the mortgage loan documents);
•  any renewal or replacement of the then-existing insurance policies (to the extent the mortgagee’s approval is required under the related mortgage loan documents) not in compliance with the loan documents or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents;

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•  any material reduction or material waiver of the borrower’s obligations to pay, fund or maintain reserve amounts under the mortgage loan documents;
•  any determination regarding the use or application of condemnation awards or casualty insurance proceeds to the extent the lender has discretion thereover;
•  any waiver of any guarantor’s obligations under any guaranty or indemnity;
•  any amendment to any single purpose entity provision of the mortgage loan documents;
•  any material alteration of the Mortgaged Property; or
•  any acceptance of an assumption agreement releasing a borrower from liability under the First City Tower Loan.

Notwithstanding the foregoing, no advice, direction, objection or failure to consent given or made by the First City Tower B Loan Holder, as contemplated by the preceding paragraph, shall require or cause the Master Servicer or the Special Servicer to violate any other provision of the Pooling and Servicing Agreement (including the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard) the related mortgage loan documents or the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related mortgage loan documents.

In the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the holders of the First City Tower Loan Combination (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may take any such action without waiting for the instruction of the First City Tower B Loan Holder.

Each Certificateholder agrees and acknowledges that the First City Tower B Loan Holder may take or refrain from taking actions that favor the interests of the First City Tower B Loan Holder over the Certificateholders and that the First City Tower B Loan Holder may have interests that conflict with the interests of the Certificateholders and, absent willful misfeasance, bad faith or gross negligence on the part of the First City Tower B Loan Holder, each Certificateholder agrees to take no action against the First City Tower B Loan Holder as a result of such a special relationship or conflict, and that the First City Tower B Loan Holder will not be deemed to have been grossly negligent, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of itself.

A ‘‘First City Tower Control Appraisal Event’’ shall exist with respect to the First City Tower Loan Combination, if and for so long as:

•  (1) the outstanding principal balance of the First City Tower B Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on the First City Tower B Loan, (y) any Appraisal Reductions allocated to the First City Tower B Loan and (z) any losses realized with respect to the Mortgaged Property or the First City Tower Loan Combination that are allocated to the First City Tower B Loan, plus (3) the amount of any cash collateral or letter of credit posted by First City Tower B Loan Holder, is less than
•  25% of the excess of (1) its initial principal balance of the First City Tower B Loan, as increased by the initial principal amount of each Future Advance, minus (2) any payments of principal (whether as principal prepayments or otherwise) allocated to and received by, the First City Tower B Loan Holder.

The ‘‘First City Tower Controlling Holder’’ as of any date of determination, means (i) the First City Tower B Loan Holder; or (ii) if a First City Tower Control Appraisal Event exists, or if the First City Tower B Loan Holder is the borrower or an affiliate thereof, the Controlling Class Representative. The First City Tower Loan Holder Controlling Holder is currently the First City Tower B Loan Holder.

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Cure Rights.    In the event that a monetary event of default exists under the First City Tower Loan Combination or in any non-monetary event of default with respect to the First City Tower Loan Combination exists and is continuing, the First City Tower B Loan Holder will generally have the right to cure such event of default. In the event that the borrower fails to make any payment of principal or interest on the First City Tower Loan Combination, resulting in a monetary event of default, the holder of the First City Tower B Loan Controlling Holder will have the right to cure such monetary event of default, but may cure no more than three Cure Events during any 12-month period; provided, that no such Cure Event shall exceed three consecutive months; or nine total Cure Events during the life of the First City Tower Loan Combination. So long as the First City Tower B Loan Holder is exercising a cure right, neither the Master Servicer nor the Special Servicer will be permitted to (i) accelerate the First City Tower Loan Combination, (ii) treat such event of default as such for purposes of transferring the First City Tower Loan Combination to special servicing, or (iii) commence foreclosure proceedings.

Purchase Option.    In the event that the First City Tower Loan becomes a Specially Serviced Mortgage Loan (as to which an event of default has occurred and is continuing), the First City Tower B Loan Holder will have an option to purchase the First City Tower Loan from the trust at a price generally equal to the unpaid principal balance of the First City Tower Loan, plus accrued and unpaid interest on such balance, any other amounts due under the First City Tower Loan (other than default interest and any prepayment premiums), all related unreimbursed Advances together with accrued and unpaid interest on all Advances and fees and expenses payable or reimbursable to any servicer (but excluding any liquidation fees (unless the purchase option is exercised more than 90 days after first being exercisable) and workout fees) and any recovered costs not previously reimbursed to the First City Tower Loan Holder.

Termination of the Special Servicer.    So long as a First City Tower Control Appraisal Event has not occurred, the First City Tower B Loan Holder will be entitled to terminate the Special Servicer with respect to the special servicing of the First City Tower Loan Combination at any time, with or without cause, and to appoint a replacement special servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement.

The Fortress/Ryan’s Portfolio Loan Combination

With respect to the Mortgage Loan known as the ‘‘Fortress/Ryan’s Portfolio’’ loan (the ‘‘Fortress/Ryan’s Portfolio Loan’’), representing approximately 1.71% of the Initial Outstanding Pool Balance and 2.08% of the Initial Loan Group 1 Balance and with a Cut-off Date Balance of $64,515,000, the related Mortgaged Property also secures one other mortgage loan (the ‘‘Fortress/Ryan’s Portfolio Pari Passu Loan’’, and, together with the Fortress/Ryan’s Portfolio Loan, the ‘‘Fortress/Ryan’s Portfolio Loan Combination’’). The Fortress/Ryan’s Portfolio Pari Passu Loan is pari passu in right of payment with the Fortress/Ryan’s Portfolio Loan and has a Cut-off Date Balance of $61,985,000. The Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loan have the same interest rate, maturity date and amortization term. Only the Fortress/Ryan’s Portfolio Loan is included in the Trust. The Fortress/Ryan’s Portfolio Pari Passu Loan is not an asset of the Trust.

The Fortress/Ryan’s Portfolio Pari Passu Loans are each owned by GACC, one of the Mortgage Loan Sellers. The related intercreditor agreement also permits GACC or an affiliate thereof, so long as it is the holder of a Fortress/Ryan’s Portfolio Pari Passu Loan, to sell such loan at any time or to divide such retained mortgage loan into one or more ‘‘component’’ pari passu notes in the aggregate principal amount equal to the then outstanding mortgage loan being allocated, provided that the aggregate principal balance of the new pari passu mortgage loans following such amendments is no greater than the aggregate principal balance of the Fortress/Ryan’s Portfolio Pari Passu Loans prior to such amendments.

For the purpose of the information presented in this prospectus supplement with respect to the Fortress/Ryan’s Portfolio Loan, the loan per net rentable area ratio, the debt service

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coverage ratio and loan-to-value ratio reflect the aggregate indebtedness evidenced by the Fortress/Ryan’s Portfolio Loan Combination.

General.    The Fortress/Ryan’s Portfolio Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Fortress/Ryan’s Portfolio Loan Combination will be effected in accordance with the Pooling and Servicing Agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make (i) any required P&I Advances on the Fortress/Ryan’s Portfolio Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Fortress/Ryan’s Portfolio Loan and (ii) Property Advances with respect to Fortress/Ryan’s Portfolio Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Fortress/Ryan’s Portfolio Loan Combination.

Distributions.    The holders of the Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loans have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the Fortress/Ryan’s Portfolio Loan Combination and provides, in general, that:

•  the Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loans are of equal priority with each other and no portion of either of them will have priority or preference over the other; and
•  all payments, proceeds and other recoveries on or in respect of the Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loans will be applied to the Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loans on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Master Servicer, the Special Servicer and the Trustee) in accordance with the terms of the Pooling and Servicing Agreement.

Consultation and Consent.    Any decision to be made with respect to the Fortress/Ryan’s Portfolio Loan Combination which requires the approval of the Controlling Class Representative or otherwise requires approval under the related intercreditor agreement will require the approval of the Directing Holder. In the event a decision is to be made with respect to any of the actions listed below or any other decisions that require approval of the Controlling Class Representative under the Pooling and Servicing Agreement or under the related intercreditor agreement, the Master Servicer or the Special Servicer, as applicable, is to provide the holder of the Fortress/Ryan’s Portfolio Pari Passu Loan prompt notice that such a determination is to be made. The holder of the Fortress/Ryan’s Portfolio Pari Passu Loan or its representative has the non-binding right to consult with the Master Servicer or Special Servicer, as applicable, with respect to any such action. Pursuant to the related intercreditor agreement, each holder of the Fortress/Ryan’s Portfolio Loan and the Fortress/Ryan’s Portfolio Pari Passu Loan may consult separately with the Master Servicer or the Special Servicer, as applicable, about a particular course of action. Approval from the Directing Holder is required with respect to the following:

•  any modification or waiver of any term of the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction of the applicable mortgage rate or monthly payment, that relates to any exit fee, prepayment premium or yield maintenance charge, or a deferral or forgiveness of interest on or principal of the Fortress/Ryan’s Portfolio Loan Combination, a modification or waiver of any other monetary term of the Fortress/Ryan’s Portfolio Loan Combination relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision which restricts the related borrower from incurring additional indebtedness or from transferring any related Mortgaged Property;

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•  the waiver of any ‘‘due-on-sale’’ clause and/or ‘‘due-on-encumbrance’’ clause (unless such clause is not exercisable under the applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower);
•  any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the Mortgaged Property if the Fortress/Ryan’s Portfolio Loan Combination should become a specially serviced loan and continue in default or any acquisition of such related Mortgaged Property by deed in lieu of foreclosure;
•  any proposed or actual sale of the REO Property or the Fortress/Ryan’s Portfolio Loan Combination (other than in connection with exercise of the fair value purchase option, the termination of the trust fund pursuant to the Pooling and Servicing Agreement, or the purchase of the Fortress/Ryan’s Portfolio Loan by the related mortgage loan seller under the Pooling and Servicing Agreement and/or the related Purchase Agreement by reason of a breach of a representation or warranty or a document defect);
•  any release of the related borrower, any guarantor or other obligor from liability;
•  any modification or amendment of, or waiver of any term of the Fortress/Ryan’s Portfolio Loan Combination that would result in a discounted pay-off;
•  any action 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;
•  any substitution or release of collateral or acceptance of additional collateral for the Fortress/Ryan’s Portfolio Loan Combination (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a ‘‘curb-cut’’) unless required by the related mortgage loan documents;
•  any consent, waiver or approval with respect to any change in the property management at any property securing the Ryan’s Portfolio Loan Combination;
•  any adoption or approval of a plan in a bankruptcy of the borrower;
•  any consent to the execution of a new lease, the amendment, modification, waiver or termination of any major lease to the extent lender’s approval is required under the mortgage loan documents; or
•  any renewal or replacement of the then-existing insurance policies (to the extent the lender’s approval is required under the related mortgage loan documents) or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents.

Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove, an action of, the Special Servicer or the Master Servicer by the holders of the Fortress/Ryan’s Portfolio Loan Combination, in no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the Servicing Standard, violate the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related mortgage loan documents.

In the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the holders of the Fortress/Ryan’s Portfolio Loan Combination (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may take any such action without waiting for the instruction of the holders of Fortress/Ryan’s Portfolio Loan Combination.

Sale of Defaulted Mortgage Loan.    Under the Pooling and Servicing Agreement, if the Fortress/Ryan’s Portfolio Loan is subject to a fair value purchase option, the Special Servicer

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will be required to determine the purchase price for each Fortress/Ryan’s Portfolio Pari Passu Loan. Each option holder specified in ‘‘The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans’’ of this prospectus supplement will have an option to purchase the Fortress/Ryan’s Portfolio Loan and the holder of each Fortress/Ryan’s Portfolio Pari Passu Loan (or its designee) will have an option to purchase each Fortress/Ryan’s Portfolio Pari Passu Loan, at the purchase price determined by the Special Servicer under the Pooling and Servicing Agreement.

Termination of Special Servicer.    Noteholders (or their designees) holding a majority of the outstanding principal balance of the Fortress/Ryan’s Portfolio Loan Combination will be entitled to terminate the Special Servicer with respect to the special servicing of the Fortress/Ryan’s Portfolio Loan Combination at any time, with cause, and to appoint a replacement Special Servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement. Any successor special servicer will be required to have the rating specified in the related intercreditor agreement and such appointment will be subject to receipt of a ‘‘no downgrade’’ letter from the Rating Agencies.

The Casual Male HQ Loan Combination

With respect to the Mortgage Loan known as the ‘‘Casual Male HQ’’ loan (the ‘‘Casual Male HQ Loan’’), representing in aggregate approximately 0.84% of the Initial Outstanding Pool Balance and 1.02% of the Initial Loan Group 1 Balance, the related Mortgaged Property also secures one other companion loan (the ‘‘Casual Male HQ B Loan’’ and, together with the related the Casual Male HQ Loan, the ‘‘Casual Male HQ Loan Combination’’) that is subordinate to the Casual Male HQ Loan. The Cut-off Date Balance of the Casual Male HQ Loan is $31,682,429 and the Cut-off Date Balance of the Casual Male HQ B Loan is $10,643,316.

The Casual Male HQ B Loan has the same maturity date and amortization term as the Casual Male HQ Loan, but an interest rate of 8.3900% per annum. Only the Casual Male HQ Loan is included in the trust. The Casual Male HQ B Loan is not an asset of the trust.

The Casual Male HQ B Loan is owned by Bank of America, National Association, but may be sold at any time.

For the purpose of the information presented in this prospectus supplement with respect to the Casual Male HQ Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the Casual Male HQ Loan, but exclude the Casual Male HQ B Loan.

Rights of the Holder of The Casual Male HQ B Loan

General.    The Casual Male HQ Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related intercreditor agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Casual Male HQ Loan Combination will be effected in accordance with the Pooling and Servicing Agreement and the related intercreditor agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make: (i) any required P&I Advances on the Casual Male HQ Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Casual Male HQ Loan Combination and (ii) Property Advances with respect to the Casual Male HQ Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Casual Male HQ Loan Combination.

Distributions.    The holders of the Casual Male HQ Loan and the Casual Male HQ B Loan have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the Casual Male HQ Loan Combination and provides, in general, that:

•  the rights of the holder of the Casual Male HQ Loan to receive payments of interest, principal and other amounts is senior to the rights of the holder of the Casual Male HQ B Loan;

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•  if no Sequential Pay Event (defined below) has occurred and is continuing (or if a Sequential Pay Event has occurred but is not continuing) with respect to the Casual Male HQ Loan Combination, the borrower will make separate monthly payments of principal and interest to the holder of the Casual Male HQ Loan and the Casual Male HQ B Loan. For the Casual Male HQ Loan Combination, a ‘‘Sequential Pay Event’’ consists of any of the following events: (a) the acceleration of the Casual Male HQ Loan or the Casual Male HQ B Loan; (b) the existence of an event of default that causes the Casual Male HQ Loan Combination to become a Specially Serviced Loan; or (c) an event of default caused by the filing of a bankruptcy or insolvency action by, or against, the related borrower or by the related borrower otherwise being the subject of a bankruptcy or insolvency proceeding;
•  if a Sequential Pay Event has occurred and is continuing, or if a partial or full prepayment of the Casual Male HQ Loan Combination results from the payment of insurance proceeds or condemnation awards, the holder of the Casual Male HQ B Loan will not be entitled to receive payments of principal or interest until the holder of the Casual Male HQ Loan receives the unreimbursed costs and expenses of the Master Servicer or the Trustee to the extent payable under the Pooling and Servicing Agreement with respect to the Casual Male HQ Loan Combination, including unreimbursed advances (including advance interest), accrued and unpaid servicing fees and other servicing compensation, accrued and unpaid interest (excluding default interest), the outstanding principal balance and its percentage interest of any prepayment or yield maintenance premium.

Consent to Modifications.    Prior to agreeing to any of the following with respect to the Casual Male HQ Loan Combination, the Master Servicer and the Special Servicer will be required prior to the occurrence of a Casual Male HQ Control Appraisal Period (as defined below) to obtain the prior written consent of the holder of the Casual Male HQ B Loan with respect to any amendment, deferral, extension, waiver or other modification of the Casual Male HQ Loan Combination which would require approval of the Controlling Class Representative under the Pooling and Servicing Agreement.

A ‘‘Casual Male HQ Control Appraisal Period’’ shall exist with respect to the Mortgage Loans, if and for so long as:

(a)    (1) the initial principal balance of the Casual Male HQ B Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to and received on the Casual Male HQ B Loan, (y) any appraisal reduction amounts allocated to the Casual Male HQ B Loan and, without duplication, (z) any realized losses with respect to either the Casual Male HQ Loan or the Casual Male HQ B Loan under the Pooling and Servicing Agreement then in effect that are allocated to the Casual Male HQ B Loan, plus (3) the amount of any reserve collateral posted by the holder of the Casual Male HQ B Loan, is less than

(b)    25% of the excess of (1) the initial principal balance of the Casual Male HQ B Loan over (2) any payments of principal (whether as principal prepayments or otherwise) allocated to and received on the Casual Male HQ B Loan.

The consent of the holder of the Casual Male HQ B Loan will not be required in connection with any such modification of the Casual Male HQ Loan Combination after the occurrence of a Casual Male HQ Control Appraisal Period.

Notwithstanding any approval or disapproval of, or right to approve or disapprove, any such modification by the holder of the Casual Male HQ B Loan, no such modification may adversely affect the REMIC status of any REMIC under the Pooling and Servicing Agreement or result in the imposition of a ‘‘prohibited transaction’’ or ‘‘prohibited contribution’’ tax under the REMIC provisions of the Code. In addition, neither the Master Servicer nor the Special Servicer shall agree to any modification of the Casual Male HQ Loan Combination if such modification

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would constitute a ‘‘significant modification’’ of either the Casual Male HQ Loan under the Pooling and Servicing Agreement or the Casual Male HQ B Loan under any pooling and servicing agreement affecting such loan under the REMIC provisions of the Code unless such modification is permitted by such REMIC provisions.

In no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction or be inconsistent with the Servicing Standard.

Notwithstanding anything herein to the contrary, the Controlling Class Representative will have the right to consult with the Master Servicer and the Special Servicer, at any time, regarding the Casual Male HQ Loan Combination.

If, at any time after the occurrence of a Casual Male HQ Control Appraisal Period, the Master Servicer or Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the Casual Male HQ Loan Combination (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may agree to any such modification without obtaining the prior written consent of the holder of the Casual Male HQ B Loan provided that such action would not violate the REMIC provisions of the Code.

Cure Rights.    In the event that the borrower fails to make any payment of principal or interest on the Casual Male HQ Loan Combination, resulting in a monetary event of default, the holder of the Casual Male HQ B Loan will have the right to cure such monetary event of default, but may cure no more than three consecutive Cure Events, four Cure Events during any 12-month period or six total Cure Events during the life of the Casual Male HQ Loan Combination (of which no more than four may be with respect to a non-monetary event of default). For purposes of this paragraph a Cure Event’’ shall mean the one-month period for which the holder of the Casual Male HQ B Loan exercised its cure rights. The holder of the Casual Male HQ B Loan may also have the right to reverse a control appraisal period by delivery to the Master Service or Special Servicer, as applicable, cash collateral or an irrevocable standby letter of credit in the amount (when added to the value of the related Mortgaged Property) necessary to stop such control appraisal period from existing, subject to certain limitations set forth in the related intercreditor agreement.

Purchase Option.    In the event that the Casual Male HQ Loan is a Specially Serviced Mortgage Loan (or as to which an event of default has occurred and is continuing), the holder of the Casual Male HQ B Loan will have an option to purchase the Casual Male HQ Loan from the Trust at a price generally equal to the unpaid principal balance of the Casual Male HQ Loan, plus accrued and unpaid interest on such balance, any applicable liquidation fee, any other amounts due under the Casual Male HQ Loan (other than prepayment premiums), all related unreimbursed Servicing Advances together with accrued and unpaid interest on all Advances and any recovered costs not previously reimbursed to the Trust.

Termination of the Special Servicer.    So long as a Casual Male HQ Control Appraisal Event does not exist and is continuing, the holder of the Casual Male HQ B Loan will be entitled to terminate the Special Servicer with respect to the special servicing of the Casual Male HQ Loan Combination at any time, with or without cause, and to appoint a replacement special servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement and the related intercreditor agreement.

The Mezz Cap Loan Combinations

With respect to four Mortgage Loans, the Sabre Office Centre Loan, the Summit Park Apartments Loan, the Shoppes at Savannah Loan, and the 777 Sunrise Highway Loan (each as defined and described below, and sometimes referred to herein as a ‘‘Mezz Cap Loan’’), the related Mortgaged Property also secures one other subordinate companion loan, which is owned by CBA-Mezzanine Capital Finance, LLC (such subordinate companion loan is referred

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to herein as a ‘‘Mezz Cap B Loan’’, and together with the related Mezz Cap Loan, a ‘‘Mezz Cap Loan Combination’’). In connection with the origination of each Mezz Cap Loan Combination, the holder of each Mezz Cap Loan and the holder of the related Mezz Cap B Loan entered into an intercreditor agreement which sets forth their respective rights and interests.

Each of the Mezz Cap Loan Combinations is discussed below, followed by a discussion of the rights of the holders of the Mezz Cap B Loans.

The Sabre Office Centre Loan Combination

With respect to the Mortgage Loan known as the ‘‘Sabre Office Centre’’ loan (the ‘‘Sabre Office Centre Loan’’), representing in aggregate approximately 0.46% of the Initial Outstanding Pool Balance and 0.55% of the Initial Loan Group 1 Balance, the related Mortgaged Property also secures one other companion loan (the ‘‘Sabre Office Centre B Loan’’ and, together with the related the Sabre Office Centre Loan, the ‘‘Sabre Office Centre Loan Combination’’) that is subordinate to the Sabre Office Centre Loan. The Cut-off Date Balance of the Sabre Office Centre Loan is $17,200,000 (A Note) and the original balance of the Sabre Office Centre B Loan is $1,075,000 (B Note).

The Sabre Office Centre B Loan has the same maturity date as the Sabre Office Centre Loan, but has an initial interest-only period of 24 months followed by a 28-year amortization term and an interest rate of 12.25% per annum. Only the Sabre Office Centre Loan is included in the trust. The Sabre Office Centre B Loan is not an asset of the trust.

For the purpose of the information presented in this prospectus supplement with respect to the Sabre Office Centre Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the Sabre Office Centre Loan, but exclude the Sabre Office Centre B Loan.

The Summit Park Apartments Loan Combination

With respect to the Mortgage Loan known as the ‘‘Summit Park Apartments’’ loan (the ‘‘Summit Park Apartments Loan’’), representing in aggregate approximately 0.26% of the Initial Outstanding Pool Balance and 1.49% of the Initial Loan Group 2 Balance, the related Mortgaged Property also secures one other companion loan (the ‘‘Summit Park Apartments B Loan’’ and, together with the related the Summit Park Apartments Loan, the ‘‘Summit Park Apartments Loan Combination’’) that is subordinate to the Summit Park Apartments Loan. The Cut-off Date Balance of the Summit Park Apartments Loan is $10,000,000 (A Note) and the original balance of the Summit Park Apartments B Loan is $300,000 (B Note).

The Summit Park Apartments B Loan has the same maturity date as the Summit Park Apartments Loan, but has an initial interest-only period of 36 months followed by a 27-year amortization term and an interest rate of 12.75% per annum. Only the Summit Park Apartments Loan is included in the trust. The Summit Park Apartments B Loan is not an asset of the trust.

For the purpose of the information presented in this prospectus supplement with respect to the Summit Park Apartments Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the Summit Park Apartments Loan, but exclude the Summit Park Apartments B Loan.

The Shoppes at Savannah Loan Combination

With respect to the Mortgage Loan known as the ‘‘Shoppes at Savannah’’ loan (the ‘‘Shoppes at Savannah Loan’’), representing in aggregate approximately 0.25% of the Initial Outstanding Pool Balance and 0.31% of the Initial Loan Group 1 Balance, the related Mortgaged Property also secures one other companion loan (the ‘‘Shoppes at Savannah B Loan’’ and, together with the related the Shoppes at Savannah Loan, the ‘‘Shoppes at

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Savannah Loan Combination’’) that is subordinate to the Shoppes at Savannah Loan. The Cut-off Date Balance of the Shoppes at Savannah Loan is $9,600,000 (A Note) and the original balance of the Shoppes at Savannah B Loan is $600,000 (B Note).

The Shoppes at Savannah B Loan has the same maturity date as the Shoppes at Savannah Loan, but has an initial interest-only period of 36 months followed by a 27-year amortization term and an interest rate of 12.75% per annum. Only the Shoppes at Savannah Loan is included in the trust. The Shoppes at Savannah B Loan is not an asset of the trust.

For the purpose of the information presented in this prospectus supplement with respect to the Shoppes at Savannah Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the Shoppes at Savannah Loan, but exclude the Shoppes at Savannah B Loan.

The 777 Sunrise Highway Loan Combination

With respect to the Mortgage Loan known as the ‘‘777 Sunrise Highway’’ loan (the ‘‘777 Sunrise Highway Loan’’), representing in aggregate approximately 0.11% of the Initial Outstanding Pool Balance and 0.14% of the Initial Loan Group 1 Balance, the related Mortgaged Property also secures one other companion loan (the ‘‘777 Sunrise Highway B Loan’’ and, together with the related the 777 Sunrise Highway Loan, the ‘‘777 Sunrise Highway Loan Combination’’) that is subordinate to the 777 Sunrise Highway Loan. The Cut-off Date Balance of the 777 Sunrise Highway Loan is $4,200,000 (A Note) and the original balance of the 777 Sunrise Highway B Loan is $250,000 (B Note).

The 777 Sunrise Highway B Loan has the same maturity date as the 777 Sunrise Highway Loan, but has an initial interest-only period of 60 months followed by a 25-year amortization term and an interest rate of 13.25% per annum. Only the 777 Sunrise Highway Loan is included in the trust. The 777 Sunrise Highway B Loan is not an asset of the trust.

For the purpose of the information presented in this prospectus supplement with respect to the 777 Sunrise Highway Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the indebtedness evidenced by the 777 Sunrise Highway Loan, but exclude the 777 Sunrise Highway B Loan.

Rights of the Holders of the Mezz Cap B Loans

General.    Each Mezz Cap Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related intercreditor agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of each Mezz Cap Loan Combination will be effected in accordance with the Pooling and Servicing Agreement and the related intercreditor agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make (i) any required P&I Advances on each Mezz Cap Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the related Mezz Cap Loan Combination, and (ii) Property Advances with respect to each Mezz Cap Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the related Mezz Cap Loan Combination.

Distributions.    The holders of the each Mezz Cap Loan and the related Mezz Cap B Loan have entered into an intercreditor agreement, each of which sets forth the respective rights of each of the holders of the related Mezz Cap Loan Combination and provides, in general, that:

•  the rights of the holder of each Mezz Cap Loan to receive payments of interest, principal and other amounts is senior to the rights of the holder of the related Mezz Cap B Loan;
•  if no Material Default (as defined below) has occurred and is continuing (or if a Material Default has occurred but is not continuing) with respect to the Mezz Cap Loan

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  Combination, the borrower will make separate monthly payments of principal and interest to the holder of the Mezz Cap Loan and the Mezz Cap B Loan. For each Mezz Cap Loan Combination, a ‘‘Material Default’’ consists of any of the following events: (a) the acceleration of the Mezz Cap Loan or the Mezz Cap B Loan; (b) the existence of a continuing monetary event of default; or (c) an event of default caused by the filing of a bankruptcy or insolvency action by, or against, the related borrower or by the related borrower otherwise being the subject of a bankruptcy or insolvency proceeding;
•  if a Material Default has occurred and is continuing, or if a partial or full prepayment of the Mezz Cap Loan Combination results from the payment of insurance proceeds or condemnation awards, the holder of the related Mezz Cap B Loan will not be entitled to receive payments of principal or interest until the holder of the Mezz Cap Loan receives the unreimbursed costs and expenses of the Master Servicer or the Trustee to the extent payable under the Pooling and Servicing Agreement with respect to such Mezz Cap Loan Combination, including unreimbursed advances (including advance interest), accrued and unpaid servicing fees and other servicing compensation, accrued and unpaid interest (excluding default interest), the outstanding principal balance and its percentage interest of any prepayment or yield maintenance premium actually paid.

Consent to Modifications.    Prior to agreeing to any of the following with respect to a Mezz Cap Loan Combination, the Master Servicer and the Special Servicer will be required to obtain the prior written consent of the holder of the related Mezz Cap B Loan with respect to any amendment, deferral, extension, waiver or other modification of such Mezz Cap Loan Combination which:

•  adversely affects the lien priority of the Mortgage;
•  increases the interest rate or principal amount of the Mezz Cap Loan;
•  increases in any other material respect any monetary obligations of the related borrower under the Mortgage Loan Documents;
•  decreases, forgives, waives, releases or defers the interest or the interest rate or principal amount of the related Mezz Cap B Loan or forgives, waives, decreases, defers or releases all or any portion of the related Mezz Cap B Loan;
•  shortens the scheduled maturity date of the related Mezz Cap Loan;
•  increases the term of the Mezz Cap B Loan to a date occurring after the maturity date of the related Mezz Cap Loan;
•  accepts a grant of any lien on or security interest in any new collateral not originally granted under the Mortgage Loan Documents unless such new collateral also secures the related Mezz Cap B Loan;
•  modifies or amends the terms and provisions of any cash management agreement with respect to the manner, timing and method of the application of payments under the Mortgage Loan Documents;
•  cross-defaults the Mezz Cap Loan with any other indebtedness;
•  obtains any contingent interest, additional interest or other ‘‘kicker’’ measured on the basis of the cash flow or appreciation of the Mortgaged Property;
•  releases the lien of the Mortgage as security for the Mezz Cap B Loan except in connection with a payment in full of the Mezz Cap Loan Combination or the release of a de minimis portion of the Mortgaged Property or as provided in the Mortgage Loan Documents in effect at the origination of the Mezz Cap Loan Combination;
•  spreads the lien of the Mortgage to encumber additional real property unless such real property shall also secure the Mezz Cap B Loan; and

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•  extends the period during which voluntary prepayments are prohibited or imposes any prepayment fee or premium or yield maintenance charge in connection with a prepayment of the Mezz Cap Loan when none is required under the Mortgage Loan Documents in effect at the origination of the Mezz Cap Loan Combination or after the current maturity date of the Mezz Cap Loan or increases the amount of such prepayment fee, premium or yield maintenance charge or otherwise modifies any prepayment or defeasance provisions in a manner materially adverse to the holder of the Mezz Cap B Loan.

The consent of the holder of a Mezz Cap B Loan will not be required in connection with any such modification of the Mezz Cap Loan Combination after the expiration of such holder’s right to purchase the Mezz Cap Loan (as described under ‘‘—Purchase Option’’ below).

Notwithstanding any approval or disapproval of, or right to approve or disapprove, any such modification by the holder of a Mezz Cap B Loan, no such modification may adversely affect the REMIC status of any REMIC under the Pooling and Servicing Agreement or result in the imposition of a ‘‘prohibited transaction’’ or ‘‘prohibited contribution’’ tax under the REMIC provisions of the Internal Revenue Code. In addition, neither the Master Servicer nor the Special Servicer shall agree to any modification of a Mezz Cap Loan Combination if such modification would constitute a ‘‘significant modification’’ of either the related Mezz Cap Loan under the Pooling and Servicing Agreement or the related Mezz Cap B Loan under any pooling and servicing agreement affecting such loan under the REMIC provisions of the Internal Revenue Code unless such modification is permitted by such REMIC provisions.

In no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction or be inconsistent with the Servicing Standard.

Notwithstanding anything herein to the contrary, the Controlling Class Representative will have the right to consult with the Master Servicer and the Special Servicer, at any time, regarding each Mezz Cap Loan Combination.

If, during the period of time during which the holder of a Mezz Cap B Loan or its designee has the right to purchase the related Mezz Cap Loan as provided in the related intercreditor agreement, the Master Servicer or Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the related Mezz Cap Loan Combination (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may agree to any such modification without obtaining the prior written consent of (but after giving at least three business days’ prior written notice to) the holder of the related Mezz Cap B Loan, provided that such modification would not violate the REMIC Provisions.

Cure Rights.    The holder of a Mezz Cap B Loan does not have any rights to cure any defaults with respect to the related Mezz Cap Loan Combination.

Purchase Option.    Upon the occurrence of any one of certain defaults that are set forth in the intercreditor agreement (which generally includes (i) any payment of principal or interest under a Mezz Cap Loan Combination is 90 or more days delinquent, (ii) the principal balance of either a Mezz Cap Loan or the related Mezz Cap B Loan is not paid at maturity or (iii) a Material Default occurs), the holder of such Mezz Cap B Loan will have the right to purchase the related Mezz Cap Loan at a purchase price determined under the intercreditor agreement and generally equal to the sum of (a) the outstanding principal balance of the Mezz Cap Loan, (b) accrued and unpaid interest on such principal balance (excluding any default interest or other late payment charges), (c) any unreimbursed Advances made by the Master Servicer, the Special Servicer or the Trustee with respect to the related Mezz Cap Loan, together with any advance interest thereon, (d) reasonable out-of-pocket legal fees and costs incurred in connection with the enforcement of the Mezz Cap Loan by the Master Servicer or Special Servicer, (e) any unreimbursed interest on any principal and interest advances made by the Master Servicer or the Trustee with respect to the Mezz Cap Loan, (f) master servicing fees,

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special servicing fees and trustee’s fees payable under the Pooling and Servicing Agreement prior to the date of repurchase (excluding any ‘‘success fees’’ or similar fees or termination compensation) and (g) out of pocket expenses incurred by the Master Servicer, the Special Servicer or the Trustee with respect to the Mezz Cap Loan Combination together with advance interest thereon. The right of the holders of each Mezz Cap B Loan to purchase the related Mezz Cap Loan is subject to the holder of such Mezz Cap B Loan giving irrevocable written notice of its intent to purchase within 30 days following receipt from the holder of the related Mezz Cap Loan of notice of such right.

ARD Loans

One mortgage loan (the ‘‘ARD Loan’’), representing 0.08% of the outstanding pool balance and 0.10% of the Initial Loan Group 1 Balance, as of the Cut-off Date, provides that if, after a certain date (an ‘‘Anticipated Repayment Date’’), the borrower has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the ‘‘Revised Rate’’) rather than the stated Mortgage Rate (the ‘‘Initial Rate’’). With respect to the Mortgage Loan known as the ‘‘PETsMART Store’’ loan, the Anticipated Repayment Date is 84 months following the related first payment date. The Revised Rate for the ‘‘PETsMART Store’’ loan is equal to 2.0% plus the Initial Rate. After its Anticipated Repayment Date, the ARD Loan further requires that all cash flow available from the related Mortgaged Property, after payment of the constant periodic payment required under the terms of the related Mortgage Loan Documents and all escrows and property expenses required under the related Mortgage Loan Documents, be used to accelerate amortization of principal on the ARD Loan. While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after its Anticipated Repayment Date, the payment of interest at the excess of the Revised Rate over the Initial Rate for the ARD Loan will be deferred and will be required to be paid, with interest, only after the outstanding principal balance of the ARD Loan has been paid in full. The foregoing features, to the extent applicable, are designed to increase the likelihood that the ARD Loan will be prepaid by the respective borrower on or about its Anticipated Repayment Date. There can be no assurance that the borrower will prepay the related ARD Loan on its Anticipated Repayment Date.

Additional Loan Information

General.    The following tables set forth certain information with respect to the Mortgage Loans and Mortgaged Properties. Such information is presented, where applicable, as of the Cut-off Date for each Mortgage Loan, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Information with respect to a Mortgaged Property that is part of a Mortgage Loan with multiple properties is based on the allocated loan amount for such Mortgaged Property. With regard to the Mortgaged Properties located in California, Northern California properties have a zip code greater than 93600 and Southern California properties have a zip code less than or equal to 93600. The statistics in such schedule and tables were derived, in many cases, from information and operating statements furnished by or on behalf of the respective borrowers. Such information and operating statements were generally unaudited and have not been independently verified by the Depositor, the applicable Mortgage Loan Seller or the Underwriters or any of their respective affiliates or any other person. The sum of the amounts in any column of any of the following tables or of Annex A-1 and Annex A-2 to this prospectus supplement may not equal the indicated total under such column due to rounding.

Net income for a Mortgaged Property as determined in accordance with generally accepted accounting principles (‘‘GAAP’’) is not the same as the stated Underwritten Net Cash Flow for such Mortgaged Property as set forth in the following schedule or tables. In addition, Underwritten Net Cash Flow is not a substitute for, or comparable to, operating income (as determined in accordance with GAAP) as a measure of the results of a property’s operations or a substitute for cash flows from operating activities (determined in accordance with GAAP) as

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a measure of liquidity. No representation is made as to the future net cash flow of the Mortgaged Properties, nor is the Underwritten Net Cash Flow set forth herein with respect to any Mortgaged Property intended to represent such future net cash flow.

Definitions.    For purposes of this prospectus supplement, including the following tables and Annex A-1 and Annex A-2 to this prospectus supplement, the indicated terms have the following meanings:

(1)  ‘‘Annual Debt Service’’ generally means, for any Mortgage Loan, 12 times the monthly payment in effect as of the Cut-off Date for such Mortgage Loan or, for certain Mortgage Loans that pay interest-only for a period of time, 12 times the monthly payment of principal and interest as of the date immediately following the expiration of such interest-only period.
(2)  ‘‘Appraised Value’’ means, for any Mortgaged Property, the appraiser’s adjusted value as stated in the most recent third party appraisal available to the Depositor. In certain cases, the appraiser’s adjusted value takes into account certain repairs or stabilization of operations. In certain cases in which the appraiser assumed the completion of repairs, such repairs were, in general, either completed prior to the appraisal date or the applicable Mortgage Loan Seller has taken reserves sufficient to complete such repairs. No representation is made that any such value would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale.

The mortgage loans in which an ‘‘as stabilized’’ appraised value was used to calculate the related loan-to-value ratio are identified in ‘‘Annex A-1’’ and the related footnotes.

(3)  ‘‘Balloon Balance’’ means, with respect to any Balloon Loan, the principal amount that will be due at maturity for such Balloon Loan.
(4)  ‘‘Cut-off Date Loan-to-Value Ratio,’’ ‘‘Loan-to-Value Ratio,’’ ‘‘Cut-off Date LTV,’’ ‘‘Cut-off Date LTV Ratio,’’ ‘‘Current LTV,’’ or ‘‘LTV’’ means, with respect to any Mortgage Loan, (a) the Cut-off Date Balance of such Mortgage Loan divided (b) by the Appraised Value of the related Mortgaged Property or Mortgaged Properties.

For purposes of calculating such amounts in this prospectus supplement, including in the following tables, Annex A-1, Annex A-2 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of certain Mortgage Loans listed in Footnote 6 to Annex A-1 have been reduced by the holdback reserve amount or amount available under a letter of credit, as described therein.

The mortgage loans for which an ‘‘as stabilized’’ appraised value was used to calculate the related loan-to-value ratio are identified in ‘‘Annex A-1’’ and in Footnote 10.

In the case of a Mortgage Loan that is part of a split loan structure, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan and any related Pari Passu Companion Loans taken in the aggregate, and excluding any related B Loan.

(5)  ‘‘GLA’’ means gross leasable area.
(6)  ‘‘LTV Ratio at Maturity’’ means, with respect to any Balloon Loan, (a) the Balloon Balance for such Mortgage Loan or with respect to any ARD Loan, its outstanding principal balance as of the related Anticipated Repayment Date divided by (b) the Appraised Value of the related Mortgaged Property.

For purposes of calculating such amounts in this prospectus supplement, including in the following tables, Annex A-1, Annex A-2 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of certain of the Mortgage Loans

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listed in Footnote 6 to Annex A-1 have been reduced by holdback reserve amounts or amounts available under letters of credit, as described therein.

In the case of each Mortgage Loan that is part of a split loan structure, unless otherwise indicated, loan-to-value ratios were calculated with respect to the Mortgage Loan included in the Trust and any related Pari Passu Companion Loans taken in the aggregate, and excluding any related B Loan.

(7)  ‘‘Mortgage Rate’’ or ‘‘Interest Rate’’ means, with respect to any Mortgage Loan, the Mortgage Rate in effect as of the Cut-off Date for such Mortgage Loan.
(8)  ‘‘NRA’’ means net rentable area.
(9)  ‘‘Occupancy Rate’’ means the percentage of Square Feet, Units, Rooms or Pads as the case may be, of a Mortgaged Property that was occupied or leased or, in the case of certain properties, average units so occupied over a specified period, as of a specified date (identified on Annex A-1 to this prospectus supplement as the ‘‘Occupancy As-of Date’’). The Occupancy Rate may have been obtained from the borrower, as derived from the Mortgaged Property’s rent rolls, operating statements or appraisals or as determined by a site inspection of such Mortgaged Property. The Occupancy Rate presented in this prospectus supplement may include unoccupied space leased to an affiliate of the borrower and space subject to build out or other construction or renovation. Information on Annex A-1 to this prospectus supplement concerning the ‘‘Largest Tenant’’ is presented as of the same date as of which the Occupancy Rate is specified.
(10)  ‘‘Servicing Fee Rate’’ for each Mortgage Loan is the percentage rate per annum set forth in Annex A-1 for such Mortgage Loan that is payable in respect of the administration of such Mortgage Loan (which includes the applicable Master Servicing Fee Rate, Trustee Fee Rate and the primary fee rate (the servicing fee rate paid to the primary servicer), if any).
(11)  ‘‘Square Feet’’ or ‘‘Sq. Ft.’’ means, in the case of a Mortgaged Property operated as a retail center, office, industrial/warehouse facility, combination retail office facility or other special purpose property, the square footage of the net rentable or leasable area.
(12)  ‘‘Term to Maturity’’ means, with respect to any Mortgage Loan, the remaining term, in months, from the Cut-off Date for such Mortgage Loan to the related maturity date or the Anticipated Repayment Date, as applicable. Annex A-1 indicates which Mortgage Loans have an Anticipated Repayment Date.
(13)  ‘‘Underwritten Net Cash Flow,’’ ‘‘Underwritten NCF’’ or ‘‘UW NCF,’’ with respect to any Mortgaged Property, means an estimate of cash flow available for debt service in a typical year of stable, normal operations as determined by the related Mortgage Loan Seller. In general, it is the estimated revenue derived from the use and operation of such Mortgaged Property less the sum of (a) estimated operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising), (b) estimated fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments), (c) estimated capital expenditures and reserves for capital expenditures, including tenant improvement costs and leasing commissions, as applicable, and (d) an allowance for vacancies and losses. Underwritten Net Cash Flow generally does not reflect interest expense and non-cash items such as depreciation and amortization. The Underwritten Net Cash Flow for each Mortgaged Property is calculated on the basis of numerous assumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual net cash flow for such Mortgaged Property to differ materially from the Underwritten Net Cash Flow set forth herein. Certain of such assumptions and subjective judgments of each Mortgage Loan

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  Seller relate to future events, conditions and circumstances, including future expense levels, the re-leasing of vacant space and the continued leasing of occupied space, which will be affected by a variety of complex factors over which none of the Depositor, the applicable Mortgage Loan Seller, the Master Servicer or the Special Servicer have control. In some cases, the Underwritten Net Cash Flow set forth herein for any Mortgaged Property is higher, and may be materially higher, than the annual net cash flow for such Mortgaged Property based on historical operating statements.

In determining Underwritten Net Cash Flow for a Mortgaged Property, the applicable Mortgage Loan Seller generally relied on rent rolls and/or other generally unaudited financial information provided by the respective borrowers; in some cases, the appraisal and/or local market information was the primary basis for the determination. From that information, the applicable Mortgage Loan Seller calculated stabilized estimates of cash flow that took into consideration historical financial statements (where available), material changes in the operating position of a Mortgaged Property of which the applicable Mortgage Loan Seller was aware (e.g., current rent roll information including newly signed leases, near term market rent steps, expirations of ‘‘free rent’’ periods, market rents, and market vacancy data), and estimated capital expenditures, leasing commission and tenant improvement reserves. In certain cases, the applicable Mortgage Loan Seller’s estimate of Underwritten Net Cash Flow reflected differences from the information contained in the operating statements obtained from the respective borrowers (resulting in either an increase or decrease in the estimate of Underwritten Net Cash Flow derived therefrom) based upon the applicable Mortgage Loan Seller’s own analysis of such operating statements and the assumptions applied by the respective borrowers in preparing such statements and information. In certain instances, for example, property management fees and other expenses may have been taken into account in the calculation of Underwritten Net Cash Flow even though such expenses may not have been reflected in actual historic operating statements. In most of those cases, the information was annualized, with some exceptions, before using it as a basis for the determination of Underwritten Net Cash Flow. No assurance can be given with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by any Mortgage Loan Seller in determining the presented operating information.

(14)  ‘‘Net Operating Income,’’ or ‘‘NOI,’’ with respect to any Mortgaged Property, means historical net operating income for the annual or other period specified (or ending on the ‘‘NOI Date’’ specified). In general, it is the revenue derived from the use and operation of such Mortgaged Property less the sum of (a) estimated operating expenses (such as utilities, administrative expenses, repairs and maintenance, management and franchise fees and advertising) and (b) estimated fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments). Net operating income generally does not reflect (i.e., it does not deduct for) capital expenditures, including tenant improvement costs and leasing commissions, interest expenses and non-cash items such as depreciation and amortization.
(15)  ‘‘Units,’’ ‘‘Rooms’’ or ‘‘Pads’’ means: (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a Mortgaged Property operated as a hotel property, the number of guest rooms and (c) in the case of a Mortgaged Property operated as a manufactured housing property, the number of manufactured home properties.

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(16)  ‘‘UW NCF DSCR,’’ ‘‘Underwritten NCF DSCR,’’ ‘‘Debt Service Coverage Ratio’’ or ‘‘DSCR’’ means, with respect to any Mortgage Loan, (a) the Underwritten Net Cash Flow for the related Mortgaged Property, divided by (b) the Annual Debt Service for such Mortgage Loan.

For purposes of showing DSCR in this prospectus supplement, including in the following tables, Annex A-1, Annex A-2 and the tables in Annex B to this prospectus supplement, the DSCR for the Mortgage Loans listed in Footnote 5 to Annex A-1 was adjusted in connection with the receipt of a sponsor guaranty, as described in Footnote 5 to Annex A-1.

For purposes of calculating DSCR in this prospectus supplement, including in the following tables, Annex A-1, Annex A-2 and in the tables in Annex B to this prospectus supplement, the Cut-off Date Balance of the Mortgage Loans listed in Footnote 6 to Annex A-1 have been reduced by holdback reserve amounts or amounts available under letters of credit, as described therein.

In the case of a Mortgage Loan that is part of a split loan structure, unless otherwise indicated, debt service coverage ratios were calculated with respect to the Mortgage Loan, and any related Pari Passu Companion Loans taken in the aggregate, and excluding any related B Loan.

In general, debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. If a property does not possess a stable operating expectancy (for instance, if it is subject to material leases that are scheduled to expire during the loan term and that provide for above-market rents and/or that may be difficult to replace), a debt service coverage ratio may not be a reliable indicator of a property’s ability to service the mortgage debt over the entire remaining loan term. In addition, with respect to any Mortgage Loan secured by the borrower’s interest in a building that is comprised of residential cooperative apartments, the rental rates used in calculating debt service reflect the market rents as determined by the respective appraiser. The Underwritten NCF DSCRs are presented herein for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property to generate sufficient cash flow to repay the related Mortgage Loan. Accordingly, no assurance can be given, and no representation is made, that the Underwritten NCF DSCRs accurately reflects that ability.

(17)  ‘‘UW Revenue’’ means, with respect to any Mortgage Loan, the gross potential rent, less vacancies and collection loss.

S-145




Range of Cut-off Date Balances—All Mortgage Loans


        Weighted Averages
Range of Cut-off
Date Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
    1,347,736 -     2,999,999 11
$ 23,777,070
0.63
%
6.116
%
117
1.43x
63.58
%
55.82
%
    3,000,000 -     3,999,999 10
34,931,719
0.93
5.979
%
115
1.32x
66.64
%
60.59
%
    4,000,000 -     5,999,999 25
121,080,348
3.21
5.984
%
116
1.35x
68.06
%
60.03
%
    6,000,000 -     6,999,999 11
70,246,326
1.86
5.935
%
120
1.29x
73.52
%
64.02
%
    7,000,000 -     9,999,999 26
220,824,692
5.85
5.853
%
113
1.31x
70.30
%
63.74
%
  10,000,000 -   24,999,999 44
656,793,657
17.40
5.933
%
106
1.35x
70.23
%
65.53
%
  25,000,000 -   49,999,999 30
961,557,429
25.47
5.864
%
109
1.32x
72.39
%
68.05
%
  50,000,000 - 149,999,999 13
951,492,777
25.20
5.985
%
100
1.59x
65.43
%
62.69
%
150,000,000 - 345,000,000 3
735,000,000
19.47
5.759
%
108
1.37x
78.44
%
78.44
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40x
71.09
%
67.55
%

Range of Cut-off Date Balances—Loan Group 1


        Weighted Averages
Range of Cut-off
Date Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
    1,347,736 -     2,999,999 9
$ 18,777,070
0.60
%
6.153
%
116
1.39x
64.53
%
56.09
%
    3,000,000 -     3,999,999 7
23,891,500
0.77
5.893
%
114
1.34x
66.12
%
60.74
%
    4,000,000 -     5,999,999 22
106,180,348
3.42
6.012
%
116
1.37x
67.21
%
58.91
%
    6,000,000 -     6,999,999 9
57,446,326
1.85
5.951
%
120
1.30x
73.34
%
63.10
%
    7,000,000 -     9,999,999 18
154,424,692
4.97
5.856
%
113
1.37x
71.26
%
63.68
%
  10,000,000 -   24,999,999 27
407,978,535
13.13
5.944
%
112
1.36x
69.38
%
63.39
%
  25,000,000 -   49,999,999 22
716,032,429
23.05
5.839
%
105
1.36x
71.68
%
67.33
%
  50,000,000 - 149,999,999 12
886,692,777
28.54
5.982
%
103
1.62x
64.37
%
61.42
%
150,000,000 - 345,000,000 3
735,000,000
23.66
5.759
%
108
1.37x
78.44
%
78.44
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44x
70.66
%
67.09
%

Range of Cut-off Date Balances—Loan Group 2


        Weighted Averages
Range of Cut-off
Date Balances ($)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
  2,500,000 -   2,999,999 2
$ 5,000,000
0.75
%
5.975
%
120
1.58x
60.01
%
54.80
%
  3,000,000 -   3,999,999 3
11,040,219
1.65
6.165
%
117
1.26
67.77
%
60.27
%
  4,000,000 -   6,999,999 5
27,700,000
4.14
5.823
%
120
1.22
74.23
%
68.06
%
  7,000,000 -   9,999,999 8
66,400,000
9.92
5.845
%
113
1.19
68.07
%
63.90
%
10,000,000 - 14,999,999 10
123,353,812
18.43
5.955
%
94
1.29
69.91
%
66.04
%
15,000,000 - 29,999,999 11
234,236,310
35.00
5.948
%
108
1.30
74.41
%
70.27
%
30,000,000 - 64,800,000 5
201,550,000
30.11
5.917
%
100
1.17
75.60
%
74.31
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25x
73.09
%
69.70
%

S-146




Type of Mortgaged Properties—All Mortgage Loans


            Weighted Averages
Property Type Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of
Outstanding
Initial Pool
Balance
Number
of Units
or NRA
Cut-off Date
Balance per
# of Units or
NRA
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
Occupancy DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
Retail 170
$ 1,084,698,809
28.73
%
8,959,356
$ 121.07
5.814
%
113
95.46
%
1.46x
70.85
%
68.21
%
Anchored 30
908,401,809
24.06
7,273,625
$ 124.89
5.798
%
112
94.62
%
1.39x
72.82
%
70.87
%
Unanchored 9
106,932,000
2.83
332,174
$ 321.92
5.785
%
120
99.66
%
1.14x
75.69
%
68.68
%
Restaurant 131
69,365,000
1.84
1,353,557
$ 51.25
6.061
%
119
100.00
%
2.83x
37.66
%
32.79
%
Office 32
834,688,753
22.11
5,795,261
$ 144.03
5.853
%
102
92.45
%
1.40x
72.16
%
69.36
%
Multifamily 63
794,604,656
21.05
10,666
$ 74,498.84
5.906
%
108
95.14
%
1.26x
73.16
%
69.68
%
Hotel 25
418,122,033
11.07
4,483
$ 93,268.35
6.113
%
108
72.96
%
1.54x
66.35
%
58.81
%
Self Storage 80
289,204,000
7.66
5,505,941
$ 52.53
5.830
%
105
73.98
%
1.49x
73.71
%
71.89
%
Manufactured Housing 30
206,586,032
5.47
9,704
$ 21,288.75
6.293
%
76
93.13
%
1.25x
70.36
%
67.61
%
Industrial 10
131,963,263
3.50
3,224,226
$ 40.93
5.527
%
121
97.06
%
1.47x
64.44
%
57.72
%
Mixed Use 2
12,636,471
0.33
142,947
$ 88.40
6.079
%
110
96.11
%
1.25x
70.74
%
51.27
%
Land 1
3,200,000
0.08
13,500
$ 237.04
5.740
%
120
100.00
%
1.09x
64.65
%
60.27
%
Total/Weighted Average 413
$ 3,775,704,017
100.00
%
 
 
5.893
%
107
90.53
%
1.40x
71.09
%
67.55
%

Type of Mortgaged Properties—Loan Group 1


            Weighted Averages
Property Type Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of Loan
Group 1
Balance
Number
of Units
or NRA
Cut-off Date
Balance per
# of Units or
NRA
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
Occupancy DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
Retail 170
$ 1,084,698,809
34.92
%
8,959,356
$ 121.07
5.814
%
113
95.46
%
1.46x
70.85
%
68.21
%
Anchored 30
908,401,809
29.24
7,273,625
$ 124.89
5.798
%
112
94.62
%
1.39x
72.82
%
70.87
%
Unanchored 9
106,932,000
3.44
332,174
$ 321.92
5.785
%
120
99.66
%
1.14x
75.69
%
68.68
%
Restaurant 131
69,365,000
2.23
1,353,557
$ 51.25
6.061
%
119
100.00
%
2.83x
37.66
%
32.79
%
Office 32
834,688,753
26.87
5,795,261
$ 144.03
5.853
%
102
92.45
%
1.40x
72.16
%
69.36
%
Hotel 25
418,122,033
13.46
4,483
$ 93,268.35
6.113
%
108
72.96
%
1.54x
66.35
%
58.81
%
Self Storage 80
289,204,000
9.31
5,505,941
$ 52.53
5.830
%
105
73.98
%
1.49x
73.71
%
71.89
%
Multifamily 15
192,003,927
6.18
1,430
$ 134,268.48
5.819
%
119
94.94
%
1.29x
72.63
%
69.32
%
Manufactured Housing 22
139,906,420
4.50
7,817
$ 17,897.71
6.491
%
60
94.51
%
1.25x
70.09
%
66.99
%
Industrial 10
131,963,263
4.25
3,224,226
$ 40.93
5.527
%
121
97.06
%
1.47x
64.44
%
57.72
%
Mixed Use 2
12,636,471
0.41
142,947
$ 88.40
6.079
%
110
96.11
%
1.25x
70.74
%
51.27
%
Land 1
3,200,000
0.10
13,500
$ 237.04
5.740
%
120
100.00
%
1.09x
64.65
%
60.27
%
Total/Weighted Average 357
$ 3,106,423,677
100.00
%
 
 
5.886
%
107
89.62
%
1.44x
70.66
%
67.09
%

Type of Mortgaged Properties—Loan Group 2


            Weighted Averages
Property Type Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of Loan
Group 2
Balance
Number
of Units
or NRA
Cut-off Date
Balance per #
of Units or
NRA
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
Occupancy DSCR Cut-off
Date
LTV
Ratio
LTV
Ratio at
Maturity
Multifamily 48
$ 602,600,729
90.04
%
9,236
$ 65,244.77
5.934
%
104
95.21
%
1.25x
73.32
%
69.79
%
Manufactured Housing 8
66,679,612
9.96
1,887
$ 35,336.31
5.877
%
109
90.24
%
1.24x
70.92
%
68.89
%
Total/Weighted Average 56
$ 669,280,340
100.00
%
11,123
 
5.929
%
104
94.71
%
1.25x
73.09
%
69.70
%

S-147




Mortgaged Properties by State and/or Location—All Mortgage Loans


        Weighted Averages
Location Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
Texas 28
$ 505,648,753
13.39
%
5.945
%
97
1.55x
68.49
%
66.22
%
Minnesota 14
414,874,677
10.99
5.779
%
120
1.49x
73.62
%
72.83
%
New York 41
403,361,000
10.68
5.840
%
106
1.21x
72.40
%
68.62
%
California(1) 31
341,593,388
9.05
5.884
%
115
1.36x
69.73
%
65.18
%
Southern 17
113,782,041
3.01
6.064
%
113
1.32x
68.39
%
62.00
%
Northern 14
227,811,347
6.03
5.795
%
116
1.38x
70.39
%
66.76
%
Florida 23
291,617,866
7.72
5.893
%
92
1.25x
74.69
%
72.51
%
Nevada 8
160,950,000
4.26
5.766
%
119
1.16x
72.41
%
69.33
%
Massachusetts 12
120,520,995
3.19
5.606
%
117
1.49x
71.40
%
67.94
%
Hawaii 3
107,789,849
2.85
5.693
%
61
1.33x
66.45
%
64.60
%
Virginia 5
93,231,508
2.47
6.009
%
120
1.33x
74.63
%
68.39
%
Georgia 21
93,155,330
2.47
5.912
%
112
1.53x
74.98
%
70.60
%
Arizona 3
92,880,000
2.46
5.734
%
110
1.68x
64.04
%
63.48
%
Arkansas 9
91,999,363
2.44
6.215
%
118
1.39x
71.89
%
64.93
%
Illinois 7
84,449,409
2.24
5.872
%
119
1.36x
71.66
%
64.85
%
Michigan 26
82,251,243
2.18
5.658
%
120
1.32x
82.04
%
81.43
%
Oregon 3
81,148,310
2.15
5.815
%
121
1.45x
72.67
%
67.40
%
Maryland 6
70,232,040
1.86
5.909
%
95
1.50x
65.18
%
59.95
%
Indiana 11
66,786,750
1.77
5.863
%
115
1.44x
71.88
%
66.13
%
Connecticut 6
65,307,736
1.73
5.943
%
97
1.23x
76.35
%
74.30
%
Washington 9
62,185,845
1.65
5.966
%
108
1.49x
68.19
%
61.74
%
New Jersey 8
62,149,000
1.65
6.319
%
83
1.36x
66.78
%
62.09
%
Oklahoma 3
60,925,000
1.61
6.073
%
118
1.24x
75.80
%
67.51
%
District of Columbia 1
51,000,000
1.35
5.735
%
120
1.23x
80.70
%
80.70
%
Ohio 12
42,228,599
1.12
6.095
%
87
1.38x
72.43
%
69.83
%
Kansas 5
36,629,161
0.97
6.223
%
117
1.39x
65.47
%
57.76
%
Mississippi 6
36,328,972
0.96
6.155
%
118
1.40x
68.51
%
60.94
%
Pennsylvania 10
35,448,139
0.94
5.884
%
100
1.72x
62.31
%
57.11
%
Colorado 3
32,500,000
0.86
6.370
%
58
1.43x
67.15
%
64.03
%
Louisiana 7
28,882,373
0.76
5.950
%
106
1.49x
66.28
%
59.07
%
Maine 2
21,823,000
0.58
6.380
%
58
1.25x
71.53
%
69.11
%
Missouri 9
21,214,336
0.56
6.115
%
119
1.46x
66.26
%
57.02
%
South Carolina 25
21,200,630
0.56
6.167
%
119
2.43x
48.62
%
39.35
%
Delaware 4
20,925,000
0.55
5.818
%
120
1.21x
73.98
%
67.52
%
North Carolina 10
17,301,435
0.46
6.324
%
101
1.66x
63.94
%
55.49
%
New Hampshire 1
10,875,000
0.29
6.580
%
57
1.25x
69.25
%
66.17
%
Utah 1
10,000,000
0.26
5.610
%
120
1.85x
66.23
%
50.61
%
Tennessee 13
8,623,745
0.23
5.904
%
119
2.48x
45.60
%
40.64
%
Wisconsin 1
8,000,000
0.21
6.580
%
57
1.25x
69.25
%
66.17
%
Alabama 12
6,139,601
0.16
6.005
%
119
2.88x
36.44
%
32.29
%
Iowa 2
3,450,000
0.09
5.960
%
117
1.25x
73.40
%
66.28
%
Rhode Island 1
3,214,812
0.09
5.647
%
120
1.33x
82.69
%
82.69
%
Kentucky 5
2,830,448
0.07
6.005
%
119
2.88x
36.44
%
32.29
%
West Virginia 5
2,232,372
0.06
6.005
%
119
2.88x
36.44
%
32.29
%
New Mexico 1
1,798,334
0.05
6.380
%
119
1.23x
71.93
%
61.74
%
Total/Weighted Average 413
$ 3,775,704,017
100.00
%
5.893
%
107
1.40x
71.09
%
67.55
%
(1) Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600.

S-148




Mortgaged Properties by State and/or Location—Loan Group 1


        Weighted Averages
Location Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of
Loan Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
Texas 23
$ 467,979,494
15.06
%
5.951
%
95
1.57x
68.19
%
66.36
%
Minnesota 14
414,874,677
13.36
5.779
%
120
1.49x
73.62
%
72.83
%
New York 27
337,861,000
10.88
5.827
%
107
1.22x
73.46
%
69.04
%
California(1) 26
291,703,009
9.39
5.882
%
115
1.36x
70.57
%
65.89
%
Southern 14
91,831,823
2.96
6.074
%
111
1.33x
68.86
%
61.79
%
Northern 12
199,871,187
6.43
5.794
%
116
1.38x
71.36
%
67.77
%
Florida 15
126,517,866
4.07
5.928
%
110
1.33x
73.08
%
68.36
%
Nevada 7
122,950,000
3.96
5.781
%
119
1.16x
71.44
%
67.40
%
Massachusetts 11
113,320,995
3.65
5.589
%
117
1.51x
71.02
%
67.91
%
Hawaii 3
107,789,849
3.47
5.693
%
61
1.33x
66.45
%
64.60
%
Virginia 5
93,231,508
3.00
6.009
%
120
1.33x
74.63
%
68.39
%
Michigan 26
82,251,243
2.65
5.658
%
120
1.32x
82.04
%
81.43
%
Arizona 2
79,280,000
2.55
5.641
%
118
1.77x
61.30
%
60.64
%
Illinois 6
67,874,409
2.18
5.881
%
119
1.32x
70.84
%
62.38
%
Indiana 11
66,786,750
2.15
5.863
%
115
1.44x
71.88
%
66.13
%
Arkansas 8
65,999,363
2.12
6.244
%
118
1.43x
68.88
%
62.67
%
Oregon 2
65,000,000
2.09
5.810
%
121
1.45x
73.72
%
67.15
%
New Jersey 8
62,149,000
2.00
6.319
%
83
1.36x
66.78
%
62.09
%
Connecticut 4
51,407,736
1.65
5.965
%
91
1.24x
77.91
%
76.57
%
District of Columbia 1
51,000,000
1.64
5.735
%
120
1.23x
80.70
%
80.70
%
Washington 6
44,366,452
1.43
5.920
%
120
1.54x
69.69
%
62.65
%
Maryland 5
43,032,040
1.39
5.973
%
79
1.81x
60.89
%
54.73
%
Ohio 12
52,228,599
1.36
6.095
%
87
1.38x
72.43
%
69.83
%
Georgia 17
37,477,330
1.21
5.920
%
102
1.66x
69.54
%
65.83
%
Pennsylvania 10
35,448,139
1.14
5.884
%
100
1.72x
62.31
%
57.11
%
Colorado 3
32,500,000
1.05
6.370
%
58
1.43x
67.15
%
64.03
%
Louisiana 7
28,882,373
0.93
5.950
%
106
1.49x
66.28
%
59.07
%
Maine 2
21,823,000
0.70
6.380
%
58
1.25x
71.53
%
69.11
%
Missouri 9
21,214,336
0.68
6.115
%
119
1.46x
66.26
%
57.02
%
South Carolina 25
21,200,630
0.68
6.167
%
119
2.43x
48.62
%
39.35
%
Kansas 4
19,529,161
0.63
6.318
%
118
1.47x
68.17
%
57.97
%
North Carolina 10
17,301,435
0.56
6.324
%
101
1.66x
63.94
%
55.49
%
Delaware 2
11,125,000
0.36
5.805
%
120
1.19x
72.20
%
64.99
%
New Hampshire 1
10,875,000
0.35
6.580
%
57
1.25x
69.25
%
66.17
%
Utah 1
10,000,000
0.32
5.610
%
120
1.85x
66.23
%
50.61
%
Tennessee 13
8,623,745
0.28
5.904
%
119
2.48x
45.60
%
40.64
%
Wisconsin 1
8,000,000
0.26
6.580
%
57
1.25x
69.25
%
66.17
%
Alabama 12
6,139,601
0.20
6.005
%
119
2.88x
36.44
%
32.29
%
Oklahoma 1
5,350,000
0.17
5.902
%
120
1.31x
76.43
%
70.21
%
Mississippi 5
3,253,972
0.10
6.005
%
119
2.88x
36.44
%
32.29
%
Rhode Island 1
3,214,812
0.10
5.647
%
120
1.33x
82.69
%
82.69
%
Kentucky 5
2,830,448
0.09
6.005
%
119
2.88x
36.44
%
32.29
%
West Virginia 5
2,232,372
0.07
6.005
%
119
2.88x
36.44
%
32.29
%
New Mexico 1
1,798,334
0.06
6.380
%
119
1.23x
71.93
%
61.74
%
Total/Weighted Average 357
$ 3,106,423,677
100.00
%
5.886
%
107
1.44x
70.66
%
67.09
%
(1) Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600.

S-149




Mortgaged Properties by State and/or Location—Loan Group 2


          Weighted Averages
Location Number of
Mortgaged
Properties
Aggregate
Cut-off
Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term
(Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
Florida   8
$ 165,100,000
24.67
%
5.866
%
79
1.18x
75.93
%
75.69
%
New York   14
65,500,000
9.79
5.908
%
99
1.16x
66.89
%
66.50
%
Georgia   4
55,678,000
8.32
5.907
%
119
1.44x
78.65
%
73.81
%
Oklahoma   2
55,575,000
8.30
6.090
%
118
1.24x
75.74
%
67.25
%
California(1)   5
49,890,379
7.45
5.900
%
116
1.34x
64.79
%
61.02
%
Southern   3
21,950,219
3.28
6.023
%
118
1.26x
66.42
%
62.89
%
Northern   2
27,940,160
4.17
5.802
%
114
1.41x
63.51
%
59.54
%
Nevada   1
38,000,000
5.68
5.714
%
119
1.19x
75.55
%
75.55
%
Texas   5
37,669,259
5.63
5.868
%
118
1.24x
72.30
%
64.45
%
Mississippi   1
33,075,000
4.94
6.170
%
118
1.25x
71.67
%
63.76
%
Maryland   1
27,200,000
4.06
5.808
%
120
1.01x
71.96
%
68.22
%
Arkansas   1
26,000,000
3.88
6.140
%
118
1.27x
79.51
%
70.68
%
Washington   3
17,819,393
2.66
6.080
%
79
1.36x
64.46
%
59.49
%
Kansas   1
17,100,000
2.55
6.115
%
115
1.31x
62.39
%
57.52
%
Illinois   1
16,575,000
2.48
5.835
%
119
1.52x
75.00
%
75.00
%
Oregon   1
16,148,310
2.41
5.835
%
119
1.43x
68.43
%
68.43
%
Connecticut   2
13,900,000
2.08
5.863
%
120
1.23x
70.56
%
65.90
%
Arizona   1
13,600,000
2.03
6.280
%
59
1.19x
80.00
%
80.00
%
Delaware   2
9,800,000
1.46
5.832
%
120
1.24x
76.00
%
70.38
%
Massachusetts   1
7,200,000
1.08
5.880
%
120
1.20x
77.42
%
68.42
%
Iowa   2
3,450,000
0.52
5.960
%
117
1.25x
73.40
%
66.28
%
Total/Weighted Average   56
$ 669,280,340
100.00
%
5.929
%
104
1.25x
73.09
%
69.70
%
(1) Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600.

S-150




Range of Debt Service Coverage Ratios as of the Cut-off Date—All Mortgage Loans


        Weighted Averages
Range of Debt Service
Coverage Ratio
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
1.00x – 1.19x 26
$ 537,660,000
14.24
%
5.816
%
104
1.11
x
75.84
%
72.70
%
1.20x – 1.29x 74
1,143,979,157
30.30
5.961
%
102
1.24
x
72.88
%
67.90
%
1.30x – 1.39x 30
928,423,444
24.59
5.905
%
108
1.34
x
75.01
%
72.20
%
1.40x – 1.49x 14
542,661,182
14.37
5.853
%
115
1.43
x
73.63
%
71.56
%
1.50x – 1.74x 14
179,654,087
4.76
5.792
%
119
1.62
x
66.94
%
62.74
%
1.75x – 1.99x 7
158,000,000
4.18
5.717
%
106
1.89
x
58.59
%
54.18
%
2.00x – 2.49x 7
220,811,148
5.85
5.951
%
97
2.20
x
49.99
%
47.65
%
2.50x – 2.88x 1
64,515,000
1.71
6.005
%
119
2.88
x
36.44
%
32.29
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40
x
71.09
%
67.55
%

Range of Debt Service Coverage Ratios as of the Cut-off Date—Loan Group 1


        Weighted Averages
Range of Debt Service
Coverage Ratio
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Loan Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
1.00x – 1.19x 16
$ 321,560,000
10.35
%
5.767
%
109
1.10
x
76.41
%
71.92
%
1.20x – 1.29x 52
834,699,545
26.87
5.946
%
100
1.24
x
72.66
%
67.80
%
1.30x – 1.39x 24
867,514,185
27.93
5.902
%
109
1.34
x
75.65
%
72.89
%
1.40x – 1.49x 12
511,872,872
16.48
5.854
%
114
1.44
x
73.57
%
71.65
%
1.50x – 1.74x 11
129,950,927
4.18
5.842
%
119
1.63
x
65.08
%
59.28
%
1.75x – 1.99x 6
155,500,000
5.01
5.713
%
106
1.89
x
58.84
%
54.46
%
2.00x – 2.49x 7
220,811,148
7.11
5.951
%
97
2.20
x
49.99
%
47.65
%
2.50x – 2.88x 1
64,515,000
2.08
6.005
%
119
2.88
x
36.44
%
32.29
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44
x
70.66
%
67.09
%

Range of Debt Service Coverage Ratios as of the Cut-off Date—Loan Group 2


        Weighted Averages
Range of Debt Service
Coverage Ratio
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
1.01x – 1.19x 10
$ 216,100,000
32.29
%
5.890
%
96
1.13
x
74.99
%
73.86
%
1.20x – 1.29x 22
309,279,612
46.21
6.002
%
108
1.23
x
73.48
%
68.16
%
1.30x – 1.49x 8
91,697,569
13.70
5.913
%
106
1.36
x
68.79
%
64.89
%
1.50x – 1.86x 4
52,203,160
7.80
5.677
%
117
1.61
x
70.41
%
70.10
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25
x
73.09
%
69.70
%

S-151




Range of LTV Ratios as of the Cut-off Date—All Mortgage Loans


        Weighted Averages
Range of LTV Ratios
as of the Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
36.44% – 50.00% 6
$ 178,456,338
4.73
%
6.070
%
114
2.45
x
41.31
%
39.41
%
50.01% – 60.00% 24
391,831,148
10.38
5.809
%
103
1.80
x
56.55
%
52.53
%
60.01% – 70.00% 38
689,838,587
18.27
6.072
%
99
1.33
x
66.55
%
61.29
%
70.01% – 75.00% 54
750,446,506
19.88
5.935
%
112
1.28
x
72.32
%
66.59
%
75.01% – 80.00% 45
1,468,491,438
38.89
5.832
%
107
1.29
x
77.90
%
75.60
%
80.01% – 83.33% 6
296,640,000
7.86
5.683
%
111
1.26
x
81.94
%
81.47
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40
x
71.09
%
67.55
%

Range of LTV Ratios as of the Cut-off Date—Loan Group 1


        Weighted Averages
Range of LTV Ratios
as of the Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
36.44% – 50.00% 4
$ 165,956,338
5.34
%
6.065
%
117
2.54
x
40.82
%
38.88
%
50.01% – 60.00% 22
374,731,148
12.06
5.801
%
102
1.83
x
56.55
%
52.41
%
60.01% – 70.00% 29
590,111,247
19.00
6.096
%
97
1.33
x
66.78
%
61.31
%
70.01% – 75.00% 38
491,046,506
15.81
5.965
%
112
1.31
x
72.22
%
65.21
%
75.01% – 80.00% 31
1,202,578,438
38.71
5.801
%
110
1.31
x
77.79
%
75.67
%
80.01% – 83.33% 5
282,000,000
9.08
5.674
%
110
1.25
x
81.97
%
81.97
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44
x
70.66
%
67.09
%

Range of LTV Ratios as of the Cut-off Date—Loan Group 2


        Weighted Averages
Range of LTV Ratios
as of the Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
43.10% – 60.00% 4
$ 29,600,000
4.42
%
6.050
%
98
1.28
x
52.86
%
51.43
%
60.01% – 70.00% 9
99,727,340
14.90
5.926
%
110
1.32
x
65.24
%
61.17
%
70.01% – 75.00% 16
259,400,000
38.76
5.877
%
112
1.22
x
72.51
%
69.20
%
75.01% – 77.50% 5
73,288,000
10.95
5.764
%
114
1.32
x
75.96
%
74.42
%
77.51% – 81.33% 10
207,265,000
30.97
6.035
%
89
1.21
x
79.46
%
75.38
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25
x
73.09
%
69.70
%

Range of LTV Ratios as of the Maturity Dates—All Mortgage Loans


        Weighted Averages
Range of LTV Ratios
as of the Maturity Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
32.29% – 40.00% 6
$ 85,656,338
2.27
%
5.988
%
119
2.62
x
40.09
%
33.60
%
40.01% – 50.00% 11
202,900,997
5.37
5.879
%
113
2.00
x
49.69
%
45.20
%
50.01% – 60.00% 38
649,611,096
17.21
6.013
%
110
1.57
x
61.97
%
56.18
%
60.01% – 70.00% 67
964,954,382
25.56
5.985
%
101
1.27
x
70.92
%
65.53
%
70.01% – 75.00% 31
623,335,427
16.51
5.825
%
116
1.23
x
77.06
%
72.42
%
75.01% – 80.00% 15
967,245,777
25.62
5.823
%
101
1.34
x
77.60
%
77.57
%
80.01% – 83.33% 5
282,000,000
7.47
5.674
%
110
1.25
x
81.97
%
81.97
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40
x
71.09
%
67.55
%

S-152




Range of LTV Ratios as of the Maturity Dates—Loan Group 1


        Weighted Averages
Range of LTV Ratios
as of the Maturity Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
32.29% – 40.00% 5
$ 83,156,338
2.68
%
5.989
%
119
2.65
x
40.00
%
33.51
%
40.01% – 50.00% 9
185,400,997
5.97
5.862
%
115
2.08
x
49.63
%
44.85
%
50.01% – 60.00% 32
591,751,618
19.05
6.003
%
109
1.59
x
61.85
%
56.10
%
60.01% – 70.00% 51
765,561,519
24.64
6.012
%
97
1.28
x
70.89
%
65.43
%
70.01% – 75.00% 17
389,595,427
12.54
5.765
%
120
1.22
x
77.73
%
72.46
%
75.01% – 80.00% 10
808,957,777
26.04
5.807
%
105
1.36
x
77.51
%
77.47
%
80.01% – 83.33% 5
282,000,000
9.08
5.674
%
110
1.25
x
81.97
%
81.97
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44
x
70.66
%
67.09
%

Range of LTV Ratios as of the Maturity Dates—Loan Group 2


        Weighted Averages
Range of LTV Ratios
as of the Maturity Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
36.53% – 50.00% 3
$ 20,000,000
2.99
%
6.044
%
90
1.25
x
49.43
%
47.32
%
50.01% – 60.00% 6
57,859,478
8.65
6.120
%
117
1.29
x
63.15
%
56.99
%
60.01% – 70.00% 16
199,392,863
29.79
5.883
%
115
1.24
x
71.03
%
65.90
%
70.01% – 80.00% 19
392,028,000
58.57
5.917
%
98
1.24
x
76.81
%
74.66
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25
x
73.09
%
69.70
%

Range of Mortgage Rates as of the Cut-off Date—All Mortgage Loans


        Weighted Averages
Range of Mortgage
Rates as of the
Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
5.037% – 5.499% 2
$ 46,422,589
1.23
%
5.127
%
110
1.89
x
57.98
%
52.48
%
5.500% – 5.749% 31
867,896,558
22.99
5.634
%
111
1.35
x
73.32
%
70.72
%
5.750% – 5.999% 78
1,674,157,030
44.34
5.823
%
111
1.33
x
74.35
%
71.23
%
6.000% – 6.249% 39
775,262,298
20.53
6.102
%
102
1.62
x
63.79
%
59.66
%
6.250% – 7.000% 23
411,965,543
10.91
6.418
%
89
1.33
x
68.34
%
62.47
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40
x
71.09
%
67.55
%

Range of Mortgage Rates as of the Cut-off Date—Loan Group 1


        Weighted Averages
Range of Mortgage
Rates as of the
Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
5.037% – 5.499% 1
$ 31,682,429
1.02
%
5.037
%
110
2.03
x
55.58
%
47.52
%
5.500% – 5.749% 28
815,096,558
26.24
5.629
%
110
1.36
x
73.25
%
70.61
%
5.750% – 5.999% 53
1,360,686,461
43.80
5.825
%
112
1.35
x
74.75
%
71.45
%
6.000% – 6.249% 27
517,542,905
16.66
6.103
%
103
1.82
x
58.64
%
54.92
%
6.250% – 7.000% 20
381,415,324
12.28
6.426
%
88
1.34
x
68.08
%
62.12
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44
x
70.66
%
67.09
%

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Range of Mortgage Rates as of the Cut-off Date—Loan Group 2


        Weighted Averages
Range of Mortgage
Rates as of the
Cut-off Date
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
5.321% – 5.499% 1
$ 14,740,160
2.20
%
5.321
%
110
1.58
x
63.13
%
63.13
%
5.500% – 5.749% 3
52,800,000
7.89
5.710
%
119
1.19
x
74.44
%
72.40
%
5.750% – 5.999% 25
313,470,569
46.84
5.815
%
108
1.26
x
72.62
%
70.28
%
6.000% – 6.400% 15
288,269,612
43.07
6.123
%
97
1.23
x
73.85
%
68.92
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25
x
73.09
%
69.70
%

Range of Remaining Terms to Maturity in Months—All Mortgage Loans


        Weighted Averages
Range of Remaining
Terms to Maturity
(months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of
Outstanding
Initial Pool
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
57 – 84 26
$ 877,119,393
23.23
%
5.986
%
65
1.34
x
72.64
%
71.70
%
85 – 119 70
1,271,699,939
33.68
5.997
%
118
1.53
x
65.93
%
60.70
%
120 – 130 77
1,626,884,685
43.09
5.761
%
120
1.34
x
74.29
%
70.67
%
Total/Weighted Average 173
$ 3,775,704,017
100.00
%
5.893
%
107
1.40
x
71.09
%
67.55
%

Range of Remaining Terms to Maturity in Months—Loan Group 1


        Weighted Averages
Range of Remaining
Terms to Maturity
(months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 1
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
57 – 84 18
$ 716,040,000
23.05
%
5.988
%
66
1.38
x
72.05
%
71.03
%
85 – 119 50
961,786,992
30.96
6.002
%
118
1.60
x
63.73
%
58.58
%
120 – 130 61
1,428,596,685
45.99
5.755
%
121
1.35
x
74.63
%
70.84
%
Total/Weighted Average 129
$ 3,106,423,677
100.00
%
5.886
%
107
1.44
x
70.66
%
67.09
%

Range of Remaining Terms to Maturity in Months—Loan Group 2


        Weighted Averages
Range of Remaining
Terms to Maturity
(months)
Number of
Mortgage
Loans
Aggregate
Cut-off Date
Balance
% of Loan
Group 2
Balance
Mortgage
Rate
Stated
Remaining
Term (Mos.)
DSCR Cut-off
Date LTV
Ratio
LTV
Ratio at
Maturity
58 – 115 10
$ 192,919,553
28.82
%
5.938
%
68
1.23
x
73.18
%
72.29
%
116 – 120 34
476,360,788
71.18
5.925
%
119
1.25
x
73.05
%
68.66
%
Total/Weighted Average 44
$ 669,280,340
100.00
%
5.929
%
104
1.25
x
73.09
%
69.70
%

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Certain Terms and Conditions of the Mortgage Loans

Calculation of Interest.    Each of the Mortgage Loans (other than one Mortgage Loan, representing 0.08% of the Initial Outstanding Pool Balance and 0.10% of the Loan Group 1 Balance), accrues interest on the basis of the actual number of days elapsed and a 360-day year.

Except in the case of Mortgage Loans with anticipated repayment dates, none of the Mortgage Loans provide for negative amortization or for the deferral of interest.

Amortization of Principal.    The Mortgage Loans provide for one or more of the following:

37 Mortgage Loans (excluding interest-only and partial interest-only Mortgage Loans), representing 7.93% of the Initial Outstanding Pool Balance, 8.50% of the Initial Loan Group 1 Balance and 5.27% of the Initial Loan Group 2 Balance, provide for payments of interest and principal and then have an expected Balloon Balance at the maturity date.

38 Mortgage Loans, representing 48.19% of the Initial Outstanding Pool Balance, 47.53% of the Initial Loan Group 1 Balance and 51.24% of the Initial Loan Group 2 Balance, are interest-only until the related maturity date or anticipated repayment date.

97 Mortgage Loans, representing 43.81% of the Initial Outstanding Pool Balance, 43.88% of the Initial Loan Group 1 Balance and 43.48% of the Initial Loan Group 2 Balance, provide (other than in the case of the mortgage loan described in the next sentence) for payments of interest-only for the first 9 to 84 months following the Cut-off Date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the related Mortgage Loan and therefore have an expected Balloon Balance at the related maturity date.

1 Mortgage Loan, representing 0.08% of the Initial Outstanding Pool Balance and 0.10% of the Initial Loan Group 1 Balance, provides for an increase in the related interest rate after the Anticipated Repayment Date. The Excess Interest will be deferred and will not be paid until the principal balance and all other amounts related thereto of the related Mortgage Loan has been paid. Any amount received in respect of that deferred interest will be distributed to the holders of the Class T Certificates.

Prepayment Provisions.    The Mortgage Loans generally permit voluntary prepayment without the payment of any penalty on the last 1 to 6 (but longer in certain cases) scheduled payment dates (including the maturity date or the Anticipated Repayment Date, as applicable). All of the Yield Maintenance Mortgage Loans (other than the Vestin Corporate Center loan and the Murray Hill Office Center loan) prohibit voluntary prepayment for a specified period (the ‘‘Yield Maintenance Lock-Out Period’’) and all of the Defeasance Loans prohibit Defeasance (as defined below) for at least two years from the Closing Date (the ‘‘Defeasance Lock-Out Period’’ and collectively with the Yield Maintenance Lock-Out Period the ‘‘Lock-Out Period’’). The weighted average Lock-Out Period remaining from the Cut-off Date for the Mortgage Loans is approximately 91 months. Each Mortgage Loan restricts voluntary prepayments in one of the following ways:

(1)    147 of the Mortgage Loans (the ‘‘Defeasance Loans’’), representing approximately 84.01% of the Initial Outstanding Pool Balance, 86.01% of the Initial Loan Group 1 Balance and 74.76% of the Initial Loan Group 2 Balance, permit defeasance (not voluntary prepayment) after the expiration of a Defeasance Lock-Out Period and prior to the related open period (such period, the ‘‘Defeasance Period’’), which period is set forth on Annex A-1 under the heading ‘‘Prepayment Provisions (# of payments).’’ In the case of the Mortgage Loans that permit partial defeasance, the Mortgage Loan Documents require, among other things, that the defeasance collateral be an amount equal to a specified percentage, generally between 105% to 125% of the portion of the total loan amount allocated to the Mortgaged Property that is to be released (such amount, the ‘‘Allocated Loan Amount’’).

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(2)    26 of the Mortgage Loans (the ‘‘Yield Maintenance Loans’’), representing approximately 15.99% of the Initial Outstanding Pool Balance, 13.99% of the Initial Loan Group 1 Balance and 25.24% of the Initial Loan Group 2 Balance, permit voluntary prepayment of the Mortgage Loan accompanied by a Yield Maintenance Charge or a Prepayment Premium following the expiration of a Lock-Out Period (except as noted in paragraph (3) below) until the commencement of the open period for such Mortgage Loan (such period, in respect of Mortgage Loans that have a Yield Maintenance Charge payable, the ‘‘Yield Maintenance Period’’). Certain of the Yield Maintenance Loans permit partial prepayment accompanied by a Yield Maintenance Charge. With respect to the Yield Maintenance Loans, the expiration of the Yield Maintenance Lock-Out Period is identified on Annex A-1 under the heading ‘‘Prepayment Provisions (# of payments).’’

(3)    Two of the Yield Maintenance Loans, representing approximately 0.39% of the Initial Outstanding Pool Balance, 0.47% of the Initial Loan Group 1 Balance do not have a Lock-out Period.

(4)    One of the Yield Maintenance Loans, known as the ‘‘C&S Grocers, Inc. Building’’ loan, representing 0.74% of the Outstanding Pool Balance and 0.90% of the Initial Loan Group 1 Balance, permits, at the borrower’s option, either defeasance or prepayment with a Yield Maintenance Charge, after a Lock-Out Period of at least two years from the closing date. For modeling assumptions and numerical classification purposes, the ‘‘C&S Grocers, Inc. Building’’ loan will be characterized as a Yield Maintenance Loan throughout this prospectus supplement.

(5)    One of the Yield Maintenance Loans, known as the ‘‘Northpoint Business Center’’ loan, representing 0.58% of the Initial Outstanding Pool Balance and 0.71% of the Initial Loan Group 1 Balance, permits, as of January 2, 2007, prepayment with a Yield Maintenance Charge and, commencing two years after the securitization closing date, permits, at the borrower’s option, defeasance or prepayment with a Yield Maintenance Charge. For modeling assumptions and numerical classification purposes, the ‘‘Northpoint Business Center’’ loan will be characterized as a Yield Maintenance Loan throughout this prospectus supplement.

(6)    One of the Yield Maintenance Loans known as the ‘‘EZ Storage Portfolio’’ loan, representing 3.97% of the Initial Outstanding Pool Balance and 4.83% of the Initial Loan Group 1 Balance, provides that the first $7,500,000 of such Mortgage Loan is voluntarily prepayable without any requirement to pay a Prepayment Premium or Yield Maintenance Charge. Such voluntary prepayments may occur under at any time if in connection with a property release, and after the expiration of the lockout period if not in connection with a property release. In addition, this Mortgage Loan permits the partial release of individual Mortgaged Properties upon a partial prepayment of the Mortgage Loan with a Yield Maintenance Charge.

(7)    One of the Yield Maintenance Loans known as the ‘‘266 Washington Avenue’’ loan, representing 0.26% of the Initial Outstanding Pool Balance and 1.49% of the Loan Group 2 Balance, permits, after a lockout period, prepayment with a prepayment premium of 2%.

With respect to the Yield Maintenance Loans, the ‘‘Yield Maintenance Charge’’ will generally, subject to variations, be equal to the greater of, (i) a specified percentage of the amount being prepaid or (ii) the present value as of the prepayment date, of the remaining scheduled payments of principal and interest from the prepayment date through the maturity date determined by discounting such payments at the ‘‘Discount Rate’’ defined below (or as stated in the related loan documents), less the amount of principal being prepaid. However, the Yield Maintenance Charge formula in a Yield Maintenance Loan may be significantly different than this formulation.

The term ‘‘Discount Rate’’ referred to in the preceding two paragraphs, generally means the yield on a U.S. Treasury security (in the case of certain mortgage loans, plus a specified

S-156




percentage) that has the most closely corresponding maturity date to the maturity date, or, the remaining weighted average life of the mortgage loan, and in some cases, converted to a monthly equivalent yield (as described in the respective loan documents).

‘‘Prepayment Premium’’ generally means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a Principal Prepayment on, or other early collection of principal of, that Mortgage Loan.

Prepayment Premiums and Yield Maintenance Charges are distributable as described in this prospectus supplement under ‘‘Description of the Offered Certificates—Prepayment Premiums and Yield Maintenance Charges.’’

The Mortgage Loans generally permit voluntary prepayment without the payment of a Yield Maintenance Charge or any Prepayment Premium during an ‘‘open period’’ that occurs immediately prior to and including the stated maturity date set forth in Annex A-1.

All of the Mortgage Loans that permit voluntary prepayments require that the prepayment be made on the Due Date or, if on a different date, that any prepayment be accompanied by the interest that would accrue through but excluding the next Due Date.

Unless a mortgage loan is relatively near its stated maturity date or unless the sale price or the amount of the refinancing of the related Mortgaged Property is considerably higher than the current outstanding principal balance of the mortgage loan (due to an increase in the value of the Mortgaged Property or otherwise) and depending on the interest rate environment at the time of prepayment, the Yield Maintenance Charge or Prepayment Premium may offset entirely or render insignificant any economic benefit to be received by a related borrower upon a refinancing or sale of its Mortgaged Property. The Yield Maintenance Charge or Prepayment Premium provision of a mortgage loan creates an economic disincentive for the borrower to prepay its mortgage loan voluntarily and, accordingly, the related borrower may elect not to prepay its mortgage loan. However, we cannot assure you that the imposition of a Yield Maintenance Charge or Prepayment Premium will provide a sufficient disincentive to prevent a voluntary principal prepayment or sufficient compensation to Certificateholders affected by a prepayment.

Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a Mortgage Loan. The Mortgage Loans generally do not require the payment of Yield Maintenance Charges in connection with a prepayment of the related Mortgage Loan as a result of a casualty or condemnation. Certain of the Mortgage Loans may require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with an acceleration of the related Mortgage Loan. There can be no assurance that the related borrowers will pay the Prepayment Premiums or Yield Maintenance Charges. See ‘‘Risk Factors—Risks Related to the Offered Certificates—Risks Related to Enforceability of Prepayment Premiums, Yield Maintenance Charges and Defeasance Provisions’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments’’ in the prospectus.

In the case of most of the Mortgage Loans, if an award or loss resulting from an event of condemnation or casualty is less than a specified percentage of the original principal balance of the Mortgage Loan, the proceeds or award may be applied by the borrower to the costs of repairing or replacing the Mortgaged Property. In all other circumstances, the Mortgage Loans provide generally that in the event of a condemnation or casualty, the lender may apply the condemnation award or insurance proceeds to the repayment of debt, without payment of a Prepayment Premium or a Yield Maintenance Charge.

Certain Mortgage Loans provide that if casualty or condemnation proceeds are above a specified threshold amount and applied to partially prepay the Mortgage Loan, the borrower will be permitted to supplement such proceeds with an amount sufficient to prepay the entire principal balance or an allocated portion of the Mortgage Loan. In such event, generally no Prepayment Premium or Yield Maintenance Charge would be required to be paid.

S-157




Some of the Mortgage Loans are sometimes additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios. In some cases, a Mortgage Loan’s amortization schedule will be recast upon the occurrence of certain events, including prepayments in connection with property releases or partial prepayment of a loan with a holdback amount via application of the related holdback reserves or letter of credit due to the failure to satisfy performance triggers. For additional information, see Annex A-1 to this prospectus supplement.

Neither the Depositor nor any of the Mortgage Loan Sellers makes any representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or a Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge. See ‘‘Risk Factors—Risks Related to the Offered Certificates—Risk Related to Prepayments and Repurchases’’ and ‘‘—Yield Considerations’’ in this prospectus supplement and ‘‘Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments’’ in the prospectus.

Property Releases.    Certain of the Mortgage Loans contain provisions that permit the related borrower to obtain a release of all or a portion of the Mortgaged Property or Mortgaged Properties from the lien of the Mortgage securing such Mortgage Loan.

All of the Defeasance Loans permit the applicable borrower, after the Defeasance Lock-Out Period, to obtain a release of the Mortgaged Property from the lien of the related Mortgage (‘‘Defeasance’’ or, the option to cause a Defeasance, the ‘‘Defeasance Option’’), provided that, among other conditions, (a) no event of default exists, (b) the borrower pays on a Due Date (the ‘‘Release Date’’) (i) all interest accrued and unpaid on the principal balance of the Note (or, with respect to a partial Defeasance, a portion of the Note) to and including the Release Date and (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all related Mortgage Loan Documents, and (c) the borrower delivers ‘‘government securities’’ (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended) or such other securities as permitted by the Code with respect to a Defeasance, that is acceptable to the Rating Agencies (the ‘‘Defeasance Collateral’’) in an amount sufficient to make payments on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date (or the Anticipated Repayment Date, if applicable), or in certain cases, through the date on which the Mortgage Loan is freely prepayable, in amounts equal to the scheduled payments due on such dates under the Mortgage Loan or the defeased amount thereof in the case of a partial Defeasance. In addition, in connection with a Defeasance, the related borrower is generally required to (i) pay any costs and expenses incurred in connection with the Defeasance and (ii) deliver a security agreement granting the Trust a first priority lien on the Defeasance Collateral and an opinion of counsel to such effect. Certain of the Defeasance Loans permit the partial defeasance of an individual Mortgaged Property or a portion of the Mortgaged Property, provided, among other things, (i) and (ii) (listed in the prior sentence) are satisfied and the borrower delivers Defeasance Collateral in an amount equal to a specified percentage (generally 105% to 125%) of the Allocated Loan Amount for such Mortgaged Property or portion of such Mortgaged Property to be partially defeased and released. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period is at least two years from the Closing Date. In certain cases a borrower may post Defeasance Collateral sufficient to make payments through the related maturity date and thereafter prepay the Mortgage Loan after the date upon which the related Mortgage Loan is freely prepayable, in which case the remaining Defeasance Collateral will be returned to the borrower.

In some cases, a successor borrower will assume the obligations of the borrower exercising a Defeasance Option and the original borrower will be released from its obligations under the related Mortgage Loan Documents. If a Mortgage Loan is partially defeased and the successor borrower will be assuming the borrower’s obligations, the related Note will

S-158




generally be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

In the case of the cross-collateralized and cross-defaulted Mortgage Loans identified on Annex A-1 as:

•  Manhattan Office Portfolio Loan, collectively representing 2.81% of the Initial Outstanding Pool Balance and 3.41% of the Initial Loan group 1 Balance,
•  Carlson Hotel Portfolio Loan, collectively representing 1.62% of the Initial Outstanding Pool Balance and 1.96% of the Initial Loan Group 1 Balance, and
•  Annunziata Multifamily Portfolio Loan, collectively representing 0.65% of Initial Outstanding Pool Balance and 0.80% of the Initial Loan Group 1 Balance,

the related Mortgage Loan Documents generally permit each of the related borrowers to obtain a release of the related individual Mortgaged Property securing the related Mortgage Loan from the cross-collateralization in the event of a defeasance or prepayment with yield maintenance of a cross collateralized Mortgage Loan or approved transfer of such Mortgaged Property if the remaining Mortgaged Properties meet certain debt service coverage ratio and loan-to-value ratio tests and additional collateral is posted as security for the remaining crossed loans.

The Depositor makes no representation as to the enforceability of the defeasance provisions of any Mortgage Loan. See ‘‘Risk Factors—Risks Related to the Offered Certificates —Risks Related to Prepayments and Repurchases’’ and ‘‘—Yield Considerations’’ in this prospectus supplement.

In addition to the release of a Mortgaged Property by substitution of such Mortgaged Property for Defeasance Collateral, certain of the Mortgage Loans permit the release or substitution of a Mortgaged Property or portion thereof as follows:

(1)  The release of a Mortgaged Property or a portion of a Mortgaged Property including, in certain cases, a release of development rights such as ‘‘air rights’’ where, in each such case, such release property is vacant, non-income producing or was given no material value in connection with loan origination and underwriting criteria;
(2)  The release of all or a portion of Mortgaged Property (or release of a single Mortgaged Property that secures a multi-property Mortgage Loan), subject to satisfaction of certain release conditions, including payment of the outstanding loan balance or allocated loan amount, as applicable, plus a Yield Maintenance Charge;
(3)  The release of one or more cross-collateralized Mortgaged Properties from the lien of the mortgage in connection with a sale of such individual Mortgaged Property;
(4)  With respect to the Mortgage Loan identified as ‘‘EZ Storage Portfolio’’ on Annex A-1 to this prospectus supplement, representing 3.97% of the Initial Outstanding Pool Balance and 4.83% of the Loan Group 1 Balance, the borrower has the right to obtain the release of one or more related parcels or outparcels of the Mortgaged Property, subject to the satisfaction of certain conditions, including, but not limited to (i) no event of default exists, (ii) payment of 110% of the value allocated to such release parcel; (iii) the debt service coverage ratio after giving effect to the release must be not less than the greater of (a) the debt service coverage ratio as of the closing date of the Mortgage Loan or (b) the debt service coverage ratio immediately prior to giving effect to the release; and (iv) the loan-to-value ratio after giving effect to the release must be not greater than the lesser of (a) the loan-to-value ratio as of the closing date of the Mortgage Loan or (b) the loan-to-value ratio immediately prior to giving effect to the release. For additional information regarding an addition, substitution and/or release relating to such Mortgage Loan see also ‘‘Annex B—Description of Top Ten Mortgage Loans—EZ Storage Portfolio’’ to this prospectus supplement;

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(5)  With respect to the Mortgage Loans identified as ‘‘Manhattan Office Portfolio’’ on Annex A-1 to this prospectus supplement, representing 2.81% of the Initial Outstanding Pool Balance, and 3.41% of the Loan Group 1 Balance, the borrowers may obtain a release of either of the Mortgaged Properties from the related cross-collateralization arrangement in the event each Mortgaged Property maintains a DSCR of 1.30x (based on interest only payments);
(6)  With respect to the Mortgage Loan identified as ‘‘Victoria Ward Industrial, Gateway & Village’’ on Annex A-1 to this prospectus supplement, representing 2.34% of the Initial Outstanding Pool Balance and 2.85% of the Loan Group 1 Balance, the borrower has the right to obtain the release of one or more related parcels or outparcels of the Mortgaged Property, subject to the satisfaction of certain conditions, including, but not limited to (i) no event of default has occurred which is continuing and (ii) such release parcel is not necessary for the operation or use of the Mortgaged Property and may be readily separated from the Mortgaged Property without a material diminution in value (except in the case of a release relating to an ‘‘Acquired Anchor Parcel’’ (as defined in the related Mortgage Loan documents) or the ‘‘Acquired Industrial Parcel’’ (as defined in the related Mortgage Loan documents), however, the release of an Acquired Industrial Parcel requires that the loan-to-value ratio after the release must be less than 67.3% and the debt service coverage ratio after the release must be at least 1.25x). The borrower also has the right to substitute another parcel in conjunction with such a release is permitted subject to the satisfaction of certain conditions in addition to the conditions required for a release with respect to the release parcel. There are also additional conditions that apply to the addition, substitution and/or release of an Acquired Anchor Parcel or an Acquired Industrial Parcel. For additional information regarding an addition, substitution and/or release relating to such Mortgage Loan see also ‘‘Annex B—
Description of Top Ten Mortgage Loans—Victoria Ward Industrial, Gateway & Village
’’ to this prospectus supplement;
(7)  With respect to the Mortgage Loan identified as ‘‘Morgan Resort Portfolio’’ on Annex A-1 to this prospectus supplement, representing 2.00% of the Initial Outstanding Pool Balance and 2.43% of the Initial Loan Group 1 Balance, after the expiration of the related lockout period, the borrower has the right to obtain a release of an individual Mortgaged Property and to substitute a new property used primarily for RV parks and of like kind and quality, subject to the satisfaction of conditions set forth in the related Mortgage Loan Documents, including, among other things, (i) that the individual Mortgaged Property proposed to be released, together with all previously released individual properties, represents no greater than 25% of the original principal amount of the Mortgage Loan, (ii) the satisfaction of certain DSCR and LTV ratio tests and (iii) receipt of a ‘‘no downgrade’’ letter from the Rating Agencies;
(8)  With respect to the Mortgage Loan identified as ‘‘JPIM Self Storage Portfolio’’ on Annex A-1 to this prospectus supplement, representing 1.76% of the Initial Outstanding Pool Balance and 2.14% of the Initial Loan Group 1 Balance, after the expiration of the lockout period, the borrower has the right to obtain a release of an individual Mortgaged Property and to substitute a new property used as a self storage facility of like kind and quality, subject to the satisfaction of conditions set forth in the related Mortgage Loan Documents, including, among other things, (i) that the individual property proposed to be released, together with all previously released individual properties, represents no greater than 33% of the original principal amount of the Mortgage Loan, (ii) the satisfaction of certain DSCR and LTV ratio tests, (iii) receipt of a ‘‘no downgrade’’ letter from the Rating Agencies and (iv) after the substitution, no more than 50% of the Mortgage Loan will be allocated to certain specified western states, no more than 30% of the Mortgage Loan will be

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  allocated to the certain specified northeastern states, no more than 30% of the Mortgage Loan will be allocated to the certain specified south central states, and no more than 5% of the Mortgage Loan will be allocated to certain specified southeastern states and certain specified north central states, respectively;
(9)  With respect to the Mortgage Loan identified as ‘‘Fortress/Ryan’s Portfolio’’ on Annex A-1 to this prospectus supplement, representing 1.71% of the Initial Outstanding Pool Balance and 2.08% of the Initial Loan Group 1 Balance, in addition to the partial defeasance described in the first paragraph of this section headed ‘‘Property Releases,’’ the related borrower is permitted to obtain the release from the lien of the Mortgage of up to five Mortgaged Properties in substitution for Defeasance Collateral on a date prior to the expiration of the defeasance lockout period. Also, the borrower is permitted to obtain the release of one or more of the related Mortgaged Properties (but not more than an aggregate of 15% of the original Mortgaged Properties) from the lien of the mortgage by simultaneously substituting another property for the released property, subject to the satisfaction of certain conditions, including, among other things, that the substitute property: (i) will be subject to that certain master lease; (ii) will have an appraised value at least equal to the appraised value of the replaced property; (iii) will have an equivalent or stronger financial operating history than the replaced property during the immediately preceding trailing 12-month period; and (iv) will be a restaurant being used as a Ryan’s Steakhouse restaurant, Fire Mountain Steakhouse restaurant, Old County Buffet restaurant, Hometown Buffet restaurant, Country Buffet restaurant, JJ North restaurant, or another brand reasonably acceptable to landlord under the master lease, including without limitation, a brand newly acquired or created by tenant under the master lease under which at least 50 separate locations utilize the brand as their principal identification. In addition, the related Mortgage Loan documents require that the lender receive rating agency confirmation as a condition to the substitution;
(10)  With respect to the Mortgage Loan identified as ‘‘Carlson Bloomington and Philadelphia’’ (the ‘‘Carlson Bloomington Loan’’) representing 0.90% of the initial Outstanding Pool Balance and 1.09% of the Initial Loan Group 1 Balance, which Mortgage Loan is secured by two properties and is cross-collaterized with the Mortgage Loan identified as the ‘‘Carlson Radisson Lord Baltimore Loan’’ (the ‘‘Carlson Baltimore Loan’’) the Carlson Bloomington borrower is entitled to obtain the release of an individual Mortgaged Property through partial defeasance after the expiration of the lockout period. In addition, the Carlson Bloomington borrower is entitled to obtain the release of an individual Mortgaged Property through prepayment after the first day of the third month preceding the maturity date at a release price equal to 110% of the allocated loan amount for that property, provided that if as of the release date the DSCR for the remaining property is at least equal to 1.85x and the LTV is less than 60%, the release price will be 100%. The Carlson Bloomington borrower is also required, in connection with a total defeasance and termination of the cross-collateralization provisions of the Carlson Baltimore Loan, to cause the partial prepayment of the Carlson Baltimore Loan in an amount equal to 10%. The borrower is also permitted, in connection with a sale of (i) an individual Mortgaged Property and the termination of the cross-collateralization provisions, to partially defease the Mortgage Loan in an amount equal to 10%, or (ii) both Mortgaged Properties, to partially prepay the Carlson Baltimore Loan in an amount equal to 10%. The Carlson Bloomington borrower is also required, in connection with a total assumption and termination of the cross-collateralization provisions, to cause the partial prepayment of the Carlson Baltimore Loan in an amount equal to 10%;

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(11)  With respect to the Mortgage Loan identified as ‘‘Fort Collins Marriott Portfolio’’ representing 0.86% of the initial Outstanding Pool Balance and 1.05% of the Initial Loan Group 1 Balance, the borrower is entitled to obtain the release of an individual Mortgaged Property through partial defeasance after the expiration of the lockout period. In addition, the borrower is entitled to obtain the release of an individual Mortgaged Property through prepayment as follows: (i) on and after November 1, 2007, the borrower is entitled to obtain the release of the Courtyard by Marriott property at a release price equal to 110% of the allocated loan amount for that property, together with a prepayment premium and (ii) on and after November 1, 2009, the borrower is entitled to obtain the release of an individual property at a release price equal to 110% of the allocated loan amount for that property. The borrower is also permitted, in connection with a sale of an individual Mortgaged Property and termination of the cross-collateralization provisions, (i) with respect to the Courtyard by Marriott property, at any time after November 1, 2007 but prior to the expiration of the lockout period, to prepay the Mortgage Loan in an amount equal to 10%, together with yield maintenance and (ii) with respect to any individual Mortgaged Property, after the expiration of the lockout period the borrower is required to partially defease to Mortgage Loan in an amount equal to 10%. Any partial prepayment or partial defeasance with respect to an individual Mortgaged Property will be subject to satisfaction of various conditions, including satisfaction of LTV and DSCR tests;
(12)  With respect to the Mortgage Loan identified as ‘‘1900 Bryant Street’’ on Annex A-1 to this prospectus supplement, representing 0.69% of the initial Outstanding Pool Balance and 0.84% of the Initial Loan Group 1 Balance, the Mortgage Loan documents permit the borrower, with respect to a certain portion of the Mortgaged Property, to create condominium units and, subject to conditions in the related Mortgage Loan documents, to sell certain condominium units and use the proceeds to effect a partial defeasance (not earlier than two years after the securitization closing date) with defeasance collateral in an amount equal to 125% of the allocated loan amount for the entire parcel containing all of the condominium units. However, the Mortgage Loan documents provide that only certain of the condominium units may be released from the lien of the mortgage at the time of the partial defeasance. In the event the related borrower requests the release of any additional units, if Williams Sonoma (or an acceptable replacement tenant) has not signed an acceptable lease, then any proceeds from the sale of additional units is required to be deposited into a lender controlled escrow account, which amounts are to remain as additional collateral for the Mortgage Loan until such time that Williams Sonoma (or an acceptable replacement tenant) has signed an acceptable lease, on which date amounts in this reserve account are required to be released to the borrower; and
(13)  With respect to the Mortgage Loan identified as ‘‘500 Victory Road’’ on Annex A-1 to this prospectus supplement, representing 0.32% of the initial Outstanding Pool Balance and 0.39% of the Initial Loan Group 1 Balance, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, the borrower may obtain the release of a certain parking lot parcel (described in the Mortgage Loan documents) in connection with a conveyance of such parcel to another entity and the substitution of one of two identified substitute properties (which properties are described in the related Mortgage Loan documents).

Escrows.    Certain of the Mortgage Loans provide for monthly escrows to cover property taxes, insurance premiums, ground lease payments and ongoing capital replacements. For information regarding certain escrows, see Annex A-1 to this prospectus supplement.

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Other Financing.    The applicable Mortgage Loan Sellers have informed the Depositor that they are aware of the following existing or future permitted indebtedness secured by a Mortgaged Property that also secures a Mortgage Loan:

•  with respect to the Mall of America Loan, representing approximately 9.14% of the Initial Outstanding Pool Balance, the related mortgaged property also secures two more Pari Passu Companion Loans. See ‘‘Description of the Mortgage Pool—Split Loan Structures—The Mall of America Loan Combination’’ above.
•  with respect to the EZ Storage Portfolio Loan and the Fortress/Ryan’s Portfolio Loan, collectively representing approximately 5.68% of the Initial Outstanding Pool Balance, the related mortgaged property also secures one other Pari Passu Companion Loan. See ‘‘Description of the Mortgage Pool—Split Loan Structures—The EZ Storage Portfolio Loan Combination’’ and ‘‘Description of the Mortgage Pool—Split Loan Structures—The Fortress/Ryan’s Portfolio Loan Combination’’ above.
•  with respect to the First City Tower Loan, the Casual Male HQ Loan and the Mezz Cap Loans, collectively representing approximately 4.39% of the Initial Outstanding Pool Balance, each are secured by a Mortgaged Property that also secures one or more B Loans. See ‘‘Description of the Mortgage Pool—Split Loan Structures— The First City Tower Loan Combination,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Casual Male HQ Loan Combination,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Sabre Office Centre Loan Combination,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Summit Park Apartments Loan Combination,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Shoppes at Savannah Loan Combination’’ and ’’Description of the Mortgage Pool—Split Loan Structures—The 777 Sunrise Highway Loan Combination,’’ above.
•  with respect to the First City Tower Loan, representing approximately 2.46% of the Initial Pool Balance, the borrower has the right to request that the holder of the First City Tower B Loan (currently BCRE) make certain future advances, which, together with a funded portion of the First City Tower B Loan, will not exceed a principal amount of $17,000,000, subject to certain conditions. The right to repayment of any such advance, with interest, initially will be retained by BCRE or an affiliate and will not be transferred to the Trust. Although BCRE has agreed for the benefit of the Trust that it will satisfy its future advance obligations and the borrower has acknowledged in writing that it will not have any right of offset or other claim against the Trust in connection with the First City Tower Future Advances, nevertheless if BCRE fails to make the First City Tower Future Advance, the related borrower may default under its obligations with respect to the First City Tower Loan or allege a right to offset amounts payable under the First City Tower Loan. BCRE (or any permitted transferee) will indemnify the holder of the First City Tower Loan from losses arising from non-payment by the related borrower because of BCRE’s failure to make a First City Tower Future Advance. The failure of BCRE to make the First City Tower Future Advance could also effectively prevent the borrower from making improvements to or entering into leases for the related mortgaged property that are necessary to achieve the stabilized cash flow required for such mortgage loan to achieve stabilization and therefore to refinance the First City Tower Loan upon maturity. The rights of BCRE (or any permitted transferee) to be repaid the First City Tower Future Advances under the First City Tower B Loan will be subordinate to the First City Tower Loan, which is included in the Trust Fund. See ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan Combination’’ above.

The Mortgage Loans generally prohibit the related borrower from incurring unsecured indebtedness other than in the ordinary course of business.

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The Mortgage Loan Documents generally prohibit the pledge or transfer of the related Mortgaged Property or the controlling ownership interests in the related borrower above certain percentage thresholds without lender consent, other than certain specified transfers, including but not limited to:

•  transfers related to family and estate planning,
•  transfers related to the death or physical or mental disability of a controlling holder,
•  transfers of less than a controlling interest in the borrower,
•  transfers to borrower affiliates or among existing members, partners or shares in the borrower or between holders of tenant-in-common interests in the Mortgaged Property,
•  transfers of publicly traded entities,
•  transfers among affiliated borrowers with respect to any cross-collateralized Mortgage Loans or multi-property Mortgage Loans,
•  transfers which consolidate tenant-in-common ownership into one or more surviving tenant-in-common borrowers,
•  transfers of tenant-in-common interests to third parties, subject in some cases to lender approval if such transfers are in excess of specified thresholds,
•  transfers to any person or entity so long as certain specified persons or entities, or persons or entities satisfying specified criteria, remain in control of the day-to-day operations of the borrower, or
•  transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan Documents.

In addition, certain of the Mortgage Loan Documents permit the transfer to certain qualifying entities, which entities generally are required to satisfy specified criteria, such as net worth and/or experience related tests and with respect to mortgage loans secured by cooperative apartment buildings, the loan documents permit and lender consent is not required in connection with transfers or termination of proprietary leases with tenant shareholders. Also, to the extent Mortgage Loan Documents permit mezzanine debt or to the extent a non-controlling equity holder in the borrower is entitled to a preferred return on its investment, under certain circumstances, a transfer of a controlling interest in the borrower to the holder of the mezzanine debt or the preferred equity holder may occur without lender consent and such transfer would not trigger the ‘‘due-on-sale’’ provision in the related Mortgage Loan Documents.

The Mortgage Loan Sellers have notified the Depositor that they are aware of the following existing mezzanine debt:

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Mortgage Loan Cut-off Date
Balance
% of
Initial
Pool
Balance
Initial Principal
Amount of
Mezzanine
Debt
Interest Rate
on Mezzanine
Loan
Mezzanine
Loan
Maturity
Date
Intercreditor
Agreement
Required(1)
EZ Storage Portfolio $ 150,000,000
3.97% $ 28,500,000
8.5390000% 12/1/2016 Yes
Empirian Chesapeake $ 63,000,000
1.67% $ 4,000,000
LIBOR + 4.25%(2) 1/1/2017 Yes
North Bronx Portfolio $ 35,000,000
0.93% $ 3,000,000
9.5% 12/1/2016 Yes
University Commons— Bloomington $ 22,266,427
0.59% $ 5,667,152
NAV NAV Yes
Mission Hills Shopping Center $ 16,800,000
0.44% $ 30,000,000(3
)
NAV 7/1/2008 Yes
University Commons— Urbana $ 16,575,000
0.44% $ 2,642,732
NAV NAV Yes
University Commons— Eugene $ 16,148,310
0.43% $ 1,468,027
NAV NAV Yes
Towne South Center $ 15,450,000
0.41% $ 5,471,250
8.00% 2/2/2007 Yes
Arcadia Park Apartments $ 13,600,000
0.36% $ 4,375,000
NAV NAV NAV
(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.
(2) From year 4 through year 10, LIBOR +4.75%.
(3) A revolving line of credit of up to $30,000,000.

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.

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With respect to the mortgage loans listed in the chart below, the related Mortgage Loan Sellers have informed us that the direct and/or indirect equity owners of the borrower are permitted to pledge their 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, and in some cases, receipt of a ‘‘no downgrade’’ letter from the rating agencies:


Mortgage Loan Cut-off Date
Balance
Combined
Maximum
LTV Ratio
Combined
Minimum
DSCR
Intercreditor
Agreement
Required(1)
JQH Hotel Portfolio(2) $ 125,000,000
70.0% 1.30x Yes
Victoria Ward Industrial, Gateway & Village $ 88,500,000
75.0% 1.25x Yes
Sierra Vista Mall $ 77,777,777
80.0% 1.20x Yes
Bawabeh VII—Banco Popular $ 41,650,000
85.0% 1.10x Yes
Westin Portland $ 40,000,000
80.0% 1.30x Yes
North Bronx Portfolio(3) $ 35,000,000
90.0% 1.15x Yes
Skylark Pointe $ 27,200,000
75.0% 1.25x Yes
1900 Bryant Street $ 26,000,000
90.0% 1.10x Yes
Hotel Lucia $ 25,000,000
80.0% 1.30x Yes
Hotel Max $ 22,400,000
80.0% 1.30x Yes
Physicians Medical Center of Baton Rouge $ 20,560,000
90.0% 1.10x(6) Yes
Colony Woods(4) $ 17,100,000
80.0% 1.10x Yes
Mission Hills Shopping Center(5) $ 16,800,000
80.0% 1.20x Yes
17320 Gale Avenue $ 15,600,000
85.0% 1.07x Yes
IDC Medical Plaza(4) $ 12,000,000
65.0% 1.20x Yes
Hampton Inn Salt Lake City $ 10,000,000
60.0% 1.60x Yes
Capistrano Self Storage $ 9,800,000
80.0% 1.20x Yes
Office Max Plaza—Scottsdale $ 9,280,000
80.0% 1.20x Yes
Westland Square Shopping Center(4) $ 5,500,000
67.07% 1.466x Yes
Euclid Medical Center(4) $ 4,495,596
75.0% 1.25x Yes
(1) Acceptable to mortgagee.
(2) Permitted no earlier than 24 months after origination, provided that a payment guaranty from the borrower principal in favor of the lender has been terminated.
(3) Future mezzanine debt is only permitted in the event the existing mezzanine debt (referenced above) is paid in full.
(4) Permitted no earlier than 24 months (Colony Woods, IDC Medical Plaza, Westland Square Shopping Center) or no earlier than 36 months (Euclid Medical Center) after origination.
(5) The mezzanine borrower under the revolving line of credit (referenced in the table describing existing mezzanine debt) may draw down on the revolving credit line on multiple occasions and, at the mezzanine borrower’s option, the interest rate with respect to each such mezzanine loan will be set at either LIBOR plus 2.00% or a specified prime rate plus 0.50%.
(6) Under certain circumstances DSCR based on interest only payments.

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. 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 Trust Fund.

Certain risks relating to additional debt are described in ‘‘Risk Factors—Risks Related to the Mortgage Loans—Risks Related to Additional Debt’’ in this prospectus supplement.

Performance Escrows and Letters of Credit.    In connection with the origination of certain mortgage loans, the related borrower was required to escrow funds or post a letter of credit related to obtaining certain performance objectives, including reaching targeted debt service coverage or occupancy-related levels. The related loan documents generally provide that such funds will be released to the related borrower upon the satisfaction of certain conditions and the Special Servicer will be entitled to review any determination by the Master Servicer that

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such conditions have or have not been satisfied. Additionally, such Mortgage Loans may permit that such funds be applied to reduce the principal balance of the related Mortgage Loan if such conditions are not met. This will have the same effect on the Certificates as a partial prepayment of such Mortgage Loan. For additional information, see Annex A-1 to this prospectus supplement. See also ‘‘Risk Factors—Risks Related to the Offered Certificates—Risks Related to Prepayments and Repurchases’’ in this prospectus supplement. If such conditions are not satisfied and the mortgagee has the discretion to retain the cash or letter of credit as additional collateral, generally, the Master Servicer will be directed in the Pooling and Servicing Agreement to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use such funds to reduce the principal balance of the related mortgage loan, unless holding such funds would otherwise be inconsistent with the Servicing Standard. If such funds are applied to reduce the principal balance of the Mortgage Loan, the Trust would experience an early prepayment that may adversely affect the yield to maturity on your Certificates. In some cases, the related loan documents do not require payment of a yield maintenance charge or prepayment premium in connection with such prepayment. In addition, certain other Mortgage Loans have performance escrows or letters of credit, however, these Mortgage Loans do not contain conditions allowing the lender to use such funds to reduce the principal balance of the related Mortgage Loan unless there is an event of default.

‘‘Due-on-Sale’’ and ‘‘Due-on-Encumbrance’’ Provisions. The Mortgage Loans generally contain ‘‘due-on-sale’’ and ‘‘due-on-encumbrance’’ clauses that, in each case, generally permit the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property (other than as permitted in the Mortgage Loan Documents) without the consent of the lender. The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer (except with respect to the Non-Serviced Mortgage Loan and subject to the rights of the Directing Holder), as applicable, to determine, in a manner consistent with the Servicing Standard, whether to exercise any right the lender may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Certain of the Mortgage Loans provide that the lender may condition an assumption of the loan on the receipt of an assumption fee, which is in some cases may be up to one percent of the then unpaid principal balance of the applicable Note, in addition to the payment of all costs and expenses incurred in connection with such assumption. Certain of the Mortgage Loans permit either: (i) a transfer of the related Mortgaged Property if certain specified conditions are satisfied or if the transfer is to a borrower reasonably acceptable to the lender; or (ii) transfers to parties related to the borrower or other transfers permitted under the Mortgage Loan Documents. See ‘‘—Other Financing,’’ in this prospectus supplement and ‘‘Description of the Pooling Agreements—Due-on-Sale and Due-on-Encumbrance Provisions’’ and ‘‘Certain Legal Aspects of Mortgage Loans—Due-on-Sale and Due-on-Encumbrance Provisions’’ in the prospectus. The Depositor makes no representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in any Mortgage Loan.

Loans Subject to Government Assistance.    Certain of the Mortgage Loans may be secured now or in the future by Mortgaged Properties that are eligible for and have received low income housing tax credits pursuant to Section 42 of the Internal Revenue Code in respect of various units within the Mortgaged Property or have tenants that rely on 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. The Depositor gives no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related Mortgage Loan.

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Delinquency.    As of the Cut-off Date, none of the Mortgage Loans were 30 days or more delinquent, or had been 30 days or more delinquent during the 12 calendar months preceding the Cut-off Date.

Borrower Concentrations.    Several groups of Mortgage Loans have related borrowers that are affiliated with one another through partial or complete direct or indirect common ownership, with the three largest of these groups representing 4.18%, 3.39%, and 3.04%, respectively, of the Initial Outstanding Pool Balance, and the three largest of the related loan groups representing approximately 5.09% and 4.13%, of the Initial Loan Group 1 Balance and 17.13% of the Initial Loan Group 2 Balance, respectively. For example, the borrowers with respect to the Mortgage Loans known as ‘‘Morgan Resort Portfolio’’, ‘‘Wild Acres, Indian Creek and Wagon Wheel Resorts’’ and ‘‘Lake Laurie and Lake George Resorts,’’ representing in the aggregate 3.39% of the Initial Outstanding Pool Balance (and 4.13% of the Initial Loan Group 1 Balance), are under common ownership. See Annex A-1 for Mortgage Loans with related borrowers.

Single-Tenant Mortgage Loans.    In the case of 153 Mortgaged Properties, representing 14.41% of the Initial Outstanding Pool Balance and 17.52% of the Initial Loan Group 1 Balance, one or more of the related Mortgaged Properties are 100% leased to a single tenant (each such Mortgage Loan, a ‘‘Single-Tenant Mortgage Loan’’). The Mortgaged Property securing each Single-Tenant Mortgage Loan is generally subject to a single space lease, which in some cases has a primary lease term that expires on or after the scheduled maturity date of the related Mortgage Loan, but in other cases does not. See Annex A-1 for loan maturity dates and the lease expiration dates for the three largest tenants. The amount of the monthly rental payments payable by the tenant under the lease is equal to or greater than the scheduled payment of all principal, interest and other amounts (other than any Balloon Payment) due each month on the related Mortgage Loan. However, certain Single Tenant Mortgage Loans have lease expiration dates (or tenant termination options) that are prior to the related Mortgage Loan Maturity Date.

Geographic Location.    The Mortgaged Properties are located throughout 42 states and the District of Columbia, with the largest concentrations by Initial Outstanding Pool Balance located in Texas, Minnesota and New York. See ‘‘Summary of the Prospectus Supplement —The Mortgage Pool—Characteristics of the Mortgage Pool—Property Locations’’ in this prospectus supplement for a table setting forth information about the jurisdictions with the greatest concentrations of Mortgaged Properties.

Cross-Collateralization and Cross-Default.    Three groups of the Mortgage Loans, collectively representing approximately 5.08% of the Initial Outstanding Pool Balance, are cross-defaulted and cross-collateralized, although in each case, the borrowers are different entities. The following Mortgage Loans are cross-collateralized and cross-defaulted:

•  Manhattan Office Portfolio Loan, which consists of the 369 Lexington Avenue Loan and the 2 West 46th Street Loan, collectively representing 2.81% of the Initial Outstanding Pool Balance and 3.41% of the Initial Loan Group 1 Balance.
•  Carlson Bloomington and Philadelphia loan and Carlson Radisson Lord Baltimore loan, collectively representing 1.62% of the Initial Outstanding Pool Balance and 1.96% of the Initial Loan Group 1 Balance.
•  Annunziata Multifamily Portfolio Loan, which consists of the Annunziata Portfolio I, the Annunziata Portfolio II and the Annunziata Portfolio II loan and the Annunziata Portfolio III Loan collectively representing 0.65% of the Initial Pool Balance and 0.80% of the Initial Loan Group 1 Balance.

There can be no assurance that the cross-collateralization and cross-default provisions in the related Mortgage Loan Documents will be enforceable. In addition, under certain circumstances, including upon the assumption or defeasance of the cross-collateralized and cross-defaulted Mortgage Loan(s), the related loan documents permit the Mortgage Loans to be uncrossed. See ‘‘—Property Releases’’ above.

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Loan Purpose.    69 of the Mortgage Loans, representing 53.98% of the Initial Outstanding Pool Balance, 53.59% of the Initial Loan Group 1 Balance and 55.81% of the Initial Loan Group 2 Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property. 104 of the Mortgage Loans, representing 46.02% of the Initial Outstanding Pool Balance, 46.41% of the Initial Loan Group 1 Balance and 44.19% of the Initial Loan Group 2 Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan.

Changes in Mortgage Pool Characteristics

The description in this prospectus supplement, including Annex A-1 and Annex A-2, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Trust Fund if the Depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described herein.

A Current Report on Form 8-K (the ‘‘Form 8-K’’) will be available to purchasers of the Offered Certificates and will be filed by the Depositor, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within 15 days (except as described below) after the initial issuance of the Offered Certificates. In the event Mortgage Loans are removed from the Trust Fund as set forth in the preceding paragraph, such removal will be noted in the Form 8-K, and, if such removal or any other event results in any material pool characteristic of the actual Mortgage Pool differing by 5% or more (other than by reason of the mortgage loans converting into cash in accordance with their terms) from the description of the Mortgage Pool in the final prospectus supplement filed with the Securities and Exchange Commission, such Form 8-K will be filed no later than four business days after the initial issuance of the Offered Certificates. Such Form 8-K will be available to purchasers and potential purchasers of the Offered Certificates.

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DESCRIPTION OF THE OFFERED CERTIFICATES

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of 30 classes (each, a ‘‘Class’’) to be designated as the Class A-1 Certificates, Class A-2A, Class A-2B Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4 Certificates, Class A-1A Certificates, Class XS Certificates, Class XP Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates, Class K Certificates, Class L Certificates, Class M Certificates, Class N Certificates, Class O Certificates, Class P Certificates, Class Q Certificates, Class S Certificates, Class T Certificates, Class R Certificates and Class LR Certificates (collectively, the ‘‘Certificates’’). The Class XS and Class XP Certificates are collectively referred to herein as the ‘‘Class X Certificates.’’ Only the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates (the ‘‘Offered Certificates’’) are offered hereby. The Class XS, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R and Class LR Certificates (the ‘‘Private Certificates’’) are not offered hereby.

The Certificates represent in the aggregate the entire beneficial ownership interest in a Trust consisting of, among other things: (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans due after the Cut-off Date; (ii) any Mortgaged Property (other than the Mortgaged Property securing the Non-Serviced Mortgage Loan) acquired on behalf of the Trust through foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an ‘‘REO Property’’); (iii) such funds or assets as from time to time are deposited in the Collection Account, the Distribution Account, the Excess Liquidation Proceeds Account, the Interest Reserve Account and any account established in connection with REO Properties (an ‘‘REO Account’’); (iv) the rights of the lender under all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interests therein; (v) the Depositor’s rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; and (vi) all of the lender’s right, title and interest in the Reserve Accounts and Lock Box Accounts, in each case, to the extent of the Trust’s interests therein.

Upon initial issuance, the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, 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, Class P, Class Q and Class S Certificates (collectively, the ‘‘Principal Balance Certificates’’ and each a ‘‘Principal Balance Certificate’’) will have the following aggregate principal balances (each, a ‘‘Certificate Balance’’), in each case, subject to a variance of plus or minus 5%:

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Class Initial Aggregate
Certificate Balance
Approximate
Percent of Initial
Outstanding
Pool Balance
Approximate
Percent of
Credit Support
Offered Certificates  
 
 
A-1 $ 52,500,000
1.390
%
30.000
%(1)
A-2A $ 100,000,000
2.649
%
30.000
%(1)
A-2B $ 366,000,000
9.694
%
30.000
%(1)
A-3 $ 244,500,000
6.476
%
30.000
%(1)
A-AB $ 92,500,000
2.450
%
30.000
%(1)
A-4 $ 1,118,212,000
29.616
%
30.000
%(1)
A-1A $ 669,280,000
17.726
%
30.000
%(1)
XP $ 3,698,510,000
N/A
N/A
A-M $ 377,571,000
10.000
%
20.000
%
A-J $ 302,056,000
8.000
%
12.000
%
B $ 28,318,000
0.750
%
11.250
%
C $ 42,476,000
1.125
%
10.125
%
D $ 37,758,000
1.000
%
9.125
%
E $ 23,598,000
0.625
%
8.500
%
F $ 28,317,000
0.750
%
7.750
%
G $ 51,916,000
1.375
%
6.375
%
Private Certificates  
 
 
XS $ 3,775,704,017
N/A
N/A
H $ 37,757,000
1.000
%
5.375
%
J $ 42,477,000
1.125
%
4.250
%
K $ 42,477,000
1.125
%
3.125
%
L $ 18,878,000
0.500
%
2.625
%
M $ 18,879,000
0.500
%
2.125
%
N $ 4,719,000
0.125
%
2.000
%
O $ 9,440,000
0.250
%
1.750
%
P $ 14,159,000
0.375
%
1.375
%
Q $ 9,439,000
0.250
%
1.125
%
S $ 42,477,017
1.125
%
0.000
%
(1) Represents the approximate credit support for the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates in the aggregate.

The Class XS and Class XP Certificates will each have a notional balance (the ‘‘Notional Balance’’), which is used solely for the purpose of determining the amount of interest to be distributed on such Certificates and does not represent the right to receive any distributions of principal.

The Notional Balance of the Class XS Certificates will equal the aggregate certificate balances of the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, 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, Class P, Class Q and Class S Certificates outstanding from time to time. The total initial notional balance of the Class XS Certificates will be approximately $3,775,704,017, although it may be as much as 5.0% larger or smaller.

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The Notional Balance of the Class XP Certificates will equal:

•  during the period following the initial issuance of the Certificates through and including the Distribution Date in June 2007, the sum of (a) the lesser of $669,105,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $50,996,000 and the Certificate Balance of the Class A-1 Certificates outstanding from time to time, and (c) the aggregate Certificate Balances of the Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, 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 and Class N Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2007 through and including the Distribution Date in December 2007, the sum of (a) the lesser of $668,906,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $49,085,000 and the Certificate Balance of the Class A-1 Certificates outstanding from time to time and (c) the aggregate Certificate Balances of the Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, 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 and Class N Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2007 through and including the Distribution Date in June 2008, the sum of (a) the lesser of $657,563,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $94,379,000 and the Certificate Balance of the Class A-2A Certificates outstanding from time to time, and (c) the aggregate Certificate Balances of the Class A-2B, Class A-3, Class A-AB, Class A-4, 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 and Class N Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2008 through and including the Distribution Date in December 2008, the sum of (a) the lesser of $644,298,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $31,164,000 and the Certificate Balance of the Class A-2A Certificates outstanding from time to time and (c) the aggregate Certificate Balances of the Class A-2B, Class A-3, Class A-AB, Class A-4, 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 and Class N Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2008 through and including the Distribution Date in June 2009, the sum of (a) the lesser of $630,796,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $333,903,000 and the Certificate Balance of the Class A-2B Certificates outstanding from time to time, (c) the lesser of $7,169,000 and the Certificate Balance of the Class L Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2009 through and including the Distribution Date in December 2009 the sum of (a) the lesser of $598,039,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $246,133,000 and the Certificate Balance of the Class A-2B Certificates outstanding from time to time, (c) the lesser of $12,856,000 and the Certificate Balance of the Class K Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2009 through and including the Distribution Date in June 2010 the sum of (a) the lesser of $531,326,000 and the

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  Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $115,216,000 and the Certificate Balance of the Class A-2B Certificates outstanding from time to time, (c) the lesser of $19,713,000 and the Certificate Balance of the Class J Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2010 through and including the Distribution Date in December 2010 the sum of (a) the lesser of $518,848,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $231,762,000 and the Certificate Balance of the Class A-3 Certificates outstanding from time to time, (c) the lesser of $23,000,000 and the Certificate Balance of the Class H Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2010 through and including the Distribution Date in June 2011 the sum of (a) the lesser of $507,881,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $176,161,000 and the Certificate Balance of the Class A-3 Certificates outstanding from time to time, (c) the lesser of $43,072,000 and the Certificate Balance of the Class G Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F outstanding from time to time;
•  during the period following the Distribution Date in June 2011 through and including the Distribution Date in December 2011 the sum of (a) the lesser of $441,622,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $16,822,000 and the Certificate Balance of the Class A-AB Certificates outstanding from time to time, (c) the lesser of $13,217,000 and the Certificate Balance of the Class G Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2011 through and including the Distribution Date in June 2012 the sum of (a) the lesser of $432,348,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $1,803,727,000 and the Certificate Balance of the Class A-4 Certificates outstanding from time to time, (c) the lesser of $15,323,000 and the Certificate Balance of the Class F Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2012 through and including the Distribution Date in December 2012 the sum of (a) the lesser of $423,539,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $1,037,980,000 and the Certificate Balance of the Class A-4 Certificates outstanding from time to time, (c) the lesser of $13,807,000 and the Certificate Balance of the Class E Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-M, Class A-J, Class B, Class C and Class D Certificates outstanding from time to time;
•  during the period following the Distribution Date in December 2012 through and including the Distribution Date in June 2013 the sum of (a) the lesser of $414,781,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the

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  lesser of $993,108,000 and the Certificate Balance of the Class A-4 Certificates outstanding from time to time, (c) the lesser of $27,290,000 and the Certificate Balance of the Class D Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-M, Class A-J, Class B and Class C Certificates outstanding from time to time;
•  during the period following the Distribution Date in June 2013 through and including the Distribution Date in December 2013 the sum of (a) the lesser of $406,360,000 and the Certificate Balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $780,155,000 and the Certificate Balance of the Class A-4 Certificates outstanding from time to time, (c) the lesser of $4,142,000 and the Certificate Balance of the Class D Certificates outstanding from time to time and (d) the aggregate Certificate Balances of the Class A-M, Class A-J, Class B and Class C Certificates outstanding from time to time; and
•  following the Distribution Date in December 2013, $0.

The total initial Notional Balance of the Class XP Certificates will be approximately $3,698,510,000, although it may be as much as 5.0% larger or smaller.

The Class T, Class R and Class LR Certificates will not have Certificate Balances or Notional Balances.

The Certificate Balance of any Principal Balance Certificates outstanding at any time represents the maximum amount which the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust; provided, however, that in the event that Realized Losses previously allocated to a Class of Principal Balance Certificates in reduction of the Certificate Balance thereof are recovered subsequent to the reduction of the Certificate Balance of such Class to zero, such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth under ‘‘—Distributions—Payment Priorities’’ in this prospectus supplement.

The respective Certificate Balance of each Class of Principal Balance Certificates will in each case be reduced by amounts actually distributed thereon that are allocable to principal and by any Realized Losses allocated to such Class of Certificates. The Class XS and Class XP Certificates represent a right to receive interest accrued as described below on a Notional Balance. The Notional Balance of the Class XS Certificates will be reduced to the extent of all reductions in the aggregate Certificate Balance of the Principal Balance Certificates. The Notional Balance of the Class XP Certificates will be reduced to the extent of all reductions in the Certificate Balance (or any portion thereof) of any Class of Certificates included in the calculation of the Notional Balance of the Class XP Certificates on the related Distribution Date.

Distributions

Method, Timing and Amount.    Distributions on the Certificates will be made on the 10th day of each month or, if such 10th day is not a business day, the business day immediately following the 10th day, commencing in January 2007 (each, a ‘‘Distribution Date’’). All distributions (other than the final distribution on any Certificate) will be made by the Trustee to the persons in whose names the Certificates are registered at the close of business on the last business day of the calendar month immediately preceding the month in which such Distribution Date occurs or, if such day is not a business day, the preceding business day (the ‘‘Record Date’’). Such distributions will be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder provides the Trustee with wiring instructions no less than five business days prior to the related Record Date, or otherwise by check mailed to such Certificateholder. The final distribution on any Offered Certificates will be made in like manner, but only upon presentment or surrender (for notation that the Certificate Balance has been reduced to zero) of such Certificate at the location specified in the notice to the holder of that Certificate of such final distribution. All distributions made with respect to a Class of Certificates on each Distribution Date will be allocated pro rata among the

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outstanding Certificates of that Class based on their respective Percentage Interests. The ‘‘Percentage Interest’’ evidenced by any Offered Certificate is equal to the initial principal balance thereof as of the Closing Date divided by the initial Certificate Balance of the related Class.

The aggregate distribution to be made with respect to the Certificates on any Distribution Date will equal the Available Funds. The ‘‘Available Funds’’ for any Distribution Date will be the sum of the following amounts (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, but excluding Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date, (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of such Distribution Date, (iii) all other amounts received by the Master Servicer in such Collection Period and required to be deposited in the appropriate Collection Account by the Master Servicer pursuant to the Pooling and Servicing Agreement allocable to the Mortgage Loans for the applicable Collection Period, (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the business day prior to the Master Servicer Remittance Date, (v) any amounts representing Prepayment Interest Shortfalls remitted by the Master Servicer to the appropriate Collection Account (as described under ‘‘—Prepayment Interest Shortfalls’’ below), (vi) with respect to the First Distribution Date, any applicable Interest Deposit Amount (as defined below) and (vii) for the Distribution Date occurring in each March of each calendar year, the Withheld Amounts then on deposit in the Interest Reserve Account as described under ‘‘The Pooling and Servicing Agreement—Accounts—Interest Reserve Account’’ below, but excluding the following:

(a)    all amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts with interest thereon as described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Advances’’;

(b)    the aggregate amount of the Servicing Fee (which includes the fees for the Master Servicer and the Trustee and fees for primary servicing functions), and the other Servicing Compensation (e.g., Net Prepayment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement of interest on Advances and certain expenses, as provided in the Pooling and Servicing Agreement), assumption fees, loan modification fees, extension fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees) payable to the Master Servicer and the Trustee, and the Special Servicing Fee (and other amounts payable to the Special Servicer described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement— Special Servicing—Special Servicing Compensation’’), together with interest on Advances to the extent provided in the Pooling and Servicing Agreement, and reinvestment earnings on payments received with respect to the Mortgage Loans that the Master Servicer or Special Servicer are entitled to receive as additional servicing compensation, in each case in respect of such Distribution Date;

(c)    all amounts representing scheduled Monthly Payments due after the related Due Date;

(d)    to the extent permitted by the Pooling and Servicing Agreement, that portion of net liquidation proceeds, net insurance proceeds and net condemnation proceeds with respect to a Mortgage Loan which represents any unpaid Servicing Fee and special servicing compensation as described in this prospectus supplement, to which the Master Servicer, the Special Servicer, any subservicer and the Trustee are entitled;

(e)    all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the Special Servicer or the

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Trustee and other amounts permitted to be retained by the Master Servicer or withdrawn pursuant to the Pooling and Servicing Agreement in respect of various items, including interest on Advances as provided in the Pooling and Servicing Agreement;

(f)    Prepayment Premiums and Yield Maintenance Charges;

(g)    any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

(h)    all amounts received with respect to each Mortgage Loan previously replaced, purchased or repurchased from the Trust Fund pursuant to the Pooling and Servicing Agreement or a Mortgage Loan Purchase Agreement during the related Collection Period and subsequent to the date as of which such Mortgage Loan was replaced, purchased or repurchased;

(i)    the amount reasonably determined by the Trustee to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in the Pooling and Servicing Agreement; and

(j)    with respect to any Distribution Date occurring in each February, and in any January occurring in a year that is not a leap year, in either case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts to be deposited in the Interest Reserve Account in accordance with the Pooling and Servicing Agreement.

‘‘Interest Deposit’’ means the amount of interest that would have accrued at the related Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of January 1, 2007 had such Mortgage Loan been originated on December 1, 2006, for the period from and including December 1, 2006 to but excluding January 1, 2007.

‘‘Interest Deposit Amount’’ means the amount of Interest Deposit for the Mortgage Loans as set forth on Annex F to this Prospectus Supplement.

The ‘‘Monthly Payment’’ with respect to any Mortgage Loan (other than any REO Loan) and any Due Date, is the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant Monthly Payment due on a Balloon Loan), which is payable by the related borrower on such Due Date under the related Note. The Monthly Payment with respect to an REO Loan for any Distribution Date is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the Pooling and Servicing Agreement and on the assumption that all other amounts, if any, due thereunder are paid when due.

‘‘Unscheduled Payments’’ are all net liquidation proceeds, net insurance proceeds and net condemnation proceeds payable under the Mortgage Loans, the repurchase price of any Mortgage Loan repurchased by a Mortgage Loan Seller due to a breach of a representation or warranty made by it or as a result of a document defect in the mortgage file or the purchase price paid by the parties described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Optional Termination’’ and ‘‘—Realization Upon Defaulted Mortgage Loans,’’ and any other payments under or with respect to the Mortgage Loans not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Premiums and Yield Maintenance Charges, if any) during such Collection Period. See ‘‘Yield and Maturity Considerations—Yield Considerations—Certain Relevant Factors’’ in this prospectus supplement.

‘‘Net REO Proceeds’’ with respect to any REO Property and any related REO Loan are all revenues received by the Special Servicer with respect to such REO Property or REO Loan, net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to the Pooling and Servicing Agreement.

‘‘Principal Prepayments’’ are payments of principal made by a borrower on a Mortgage Loan that are received in advance of the scheduled Due Date for such payments and that are

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not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

The ‘‘Collection Period’’ with respect to any Distribution Date and each Mortgage Loan, is the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, immediately following the Cut-off Date) and ends on the Determination Date in the calendar month in which such Distribution Date occurs.

If, in connection with any Distribution Date, the Trustee has reported the amount of an anticipated distribution to DTC based on the expected receipt of any monthly payment based on information set forth in a report of the Master Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid on the last two business days preceding such Distribution Date, and the related borrower fails to make such payments at such time or the Master Servicer revises its final report and as a result the Trustee revises its report to DTC after the DTC deadline, the Trustee will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date, but there can be no assurance that DTC can do so. The Trustee, the Master Servicer and the Special Servicer will not be liable or held responsible for any resulting delay (or claims by DTC resulting therefrom) in the making of such distribution to Certificateholders. In addition, if the Trustee incurs out-of-pocket expenses, despite reasonable efforts to avoid/mitigate such expenses, as a consequence of a borrower failing to make such payments, the Trustee will be entitled to reimbursement from the Trust Fund. Any such reimbursement will constitute an expense of the Trust Fund.

The ‘‘Determination Date’’ is the earlier of (i) the sixth day of the month in which the related distribution date occurs, or if the sixth day is not a business day, then the immediately preceding business day, and (ii) the fourth business day prior to the related distribution date, commencing in January 2007.

‘‘Net Default Interest’’ with respect to any Mortgage Loan is any Default Interest accrued on such Mortgage Loan less amounts required to pay the Master Servicer, the Special Servicer or the Trustee, as applicable, interest on the related Advances at the Advance Rate and to reimburse the Trust for certain additional trust fund expenses (but not including the Special Servicing Fee, Workout Fees or Liquidation Fees).

‘‘Default Interest’’ with respect to any Mortgage Loan is interest accrued on such Mortgage Loan at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.

The ‘‘Default Rate’’ with respect to any Mortgage Loan is the per annum rate at which interest accrues on such Mortgage Loan following any event of default on such Mortgage Loan, including a default in the payment of a Monthly Payment or a Balloon Payment.

Payment Priorities.    As used below in describing the priorities of distribution of Available Funds for each Distribution Date, the terms set forth below will have the following meanings:

The ‘‘Interest Accrual Amount’’ with respect to any Distribution Date and any Class of Certificates (other than the Class T, Class R and Class LR Certificates), is an amount equal to interest for the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Balance, as applicable, outstanding immediately prior to such Distribution Date minus the amount of any Net Prepayment Interest Shortfall allocated to such Class with respect to such Distribution Date. Calculations of interest due in respect of the Offered Certificates will be made on the basis of a 360-day year consisting of twelve 30-day months.

‘‘Appraisal Reduction Amount’’ is the amount described under ‘‘—Appraisal Reductions’’ below.

The ‘‘Interest Accrual Period’’ with respect to any Distribution Date is the calendar month immediately preceding the month in which such Distribution Date occurs.

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An ‘‘Interest Shortfall’’ with respect to any Distribution Date for any Class of Offered Certificates is any shortfall in the amount of interest required to be distributed on such Class on such Distribution Date. No interest accrues on Interest Shortfalls.

The ‘‘Pass-Through Rate’’ for any Class of Offered Certificates is the per annum rate at which interest accrues on the Certificates of such Class during any Interest Accrual Period. The Pass-Through Rates applicable to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B and Class C Certificates are fixed at 5.108%, 5.219%, 5.248%, 5.308%, 5.291%, 5.306%, 5.292%, 5.347%, 5.377%, 5.436% and 5.455%, respectively. The Pass-Through Rates applicable to the Class D, Class E, Class F, Class G, Class H, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates will, at all times, equal the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) (a) 5.495%, with respect to the Class D Certificates, (b) 5.515%, with respect to the Class E Certificates, (c) 5.535%, with respect to the Class F Certificates, (d) 5.594%, with respect to the Class G Certificates, (e) 5.772%, with respect to the Class H Certificates and (f) 5.062%, with respect to the Class L Certificates and (g) 5.062%, with respect to the Class M, Class N, Class O, Class P, Class Q and Class S Certificates. The Pass-Through Rate applicable to the Class J Certificates will, at all times, equal the Weighted Average Net Mortgage Pass-Through Rate minus 0.0810%. The Pass-Through Rate applicable to the Class K Certificates will, at all times, equal the Weighted Average Net Mortgage Pass-Through Rate.

The Pass-Through Rate applicable to the Class XS Certificates for the initial Distribution Date will equal approximately 0.045% per annum. The Pass-Through Rate applicable to the Class XS Certificates for each Distribution Date subsequent to the initial Distribution Date will equal the weighted average of the respective strip rates (the ‘‘Class XS Strip Rates’’) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class XS Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of all or a designated portion of the Certificate Balance of one of the classes of the Principal Balance Certificates. In general, the Certificate Balance of each class of Principal Balance Certificates will constitute a separate component of the total Notional Balance of the Class XS Certificates; provided that, if a portion, but not all, of the Certificate Balance of any particular class of Principal Balance Certificates is identified under the definition of Notional Balance, as described above, as being part of the total Notional Balance of the Class XP Certificates immediately prior to any Distribution Date, then that identified portion of such Certificate Balance will also represent a separate component of the total Notional Balance of the Class XS Certificates for purposes of calculating the accrual of interest for the related Distribution Date, and the remaining portion of such Certificate Balance will represent a separate component of the Class XS Certificates for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring in or before December 2013, on any particular component of the total Notional Balance of the Class XS Certificates immediately prior to the related Distribution Date, the applicable Class XS Strip Rate will be calculated as follows:

•  if such particular component consists of the entire Certificate Balance of any class of Principal Balance Certificates, and if such Certificate Balance also constitutes, in its entirety, a component of the total Notional Balance of the Class XP Certificates immediately prior to the related Distribution Date, then the applicable Class XS Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) (x) with respect to the components relating to the Class J Certificates, the sum of (i) the Class XP Fixed Strip Rate for the applicable Class XP Component and (ii) the Pass-Through Rate in effect on

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  such Distribution Date for the Class J Certificates and (y) for each other applicable Class of Certificates the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Annex E attached hereto and (ii) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates;
•  if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of Principal Balance Certificates, and if such designated portion of such Certificate Balance also constitutes a component of the total Notional Balance of the Class XP Certificates immediately prior to the related Distribution Date, then the applicable Class XS Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) (x) with respect to the components relating to the Class J Certificates, the sum of (i) the Class XP Fixed Strip Rate for the applicable Class XP component and (ii) the Pass-Through Rate in effect on such Distribution Date for the Class J Certificates and (y) for each other applicable Class of Certificates the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Annex E attached hereto and (ii) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates;
•  if such particular component consists of the entire Certificate Balance of any class of Principal Balance Certificates, and if such Certificate Balance does not, in whole or in part, also constitute a component of the total Notional Balance of the Class XP Certificates immediately prior to the related Distribution Date, then the applicable Class XS Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates; and
•  if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of Principal Balance Certificates, and if such designated portion of such Certificate Balance does not also constitute a component of the total Notional Balance of the Class XP Certificates immediately prior to the related Distribution Date, then the applicable Class XS Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates.

For any Distribution Date occurring after December 2013, the Certificate Balance of each class of Principal Balance Certificates will constitute a separate component of the total Notional Balance of the Class XS Certificates, and the applicable Class XS Strip Rate with respect to each such component for each such Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates. Under no circumstances will the Class XS Strip Rate be less than zero.

The Pass-Through Rate applicable to the Class XP Certificates for the initial Distribution Date will equal approximately 0.505% per annum. The Pass-Through Rate applicable to the Class XP Certificates for each Distribution Date subsequent to the initial Distribution Date and on or before the Distribution Date in December 2013 will equal the weighted average of the respective strip rates (the ‘‘Class XP Strip Rates’’) at which interest accrues from time to time on the respective components of the total Notional Balance of the Class XP Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of all or a designated portion of the Certificate Balance of a specified class of Principal Balance Certificates. If all or a designated portion of the Certificate Balance of any class of Principal Balance Certificates is identified under the definition of Notional Balance, as described above, as being part of the total Notional Balance of the Class XP Certificates immediately prior to any Distribution Date, then

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that Certificate Balance (or designated portion thereof) will represent one or more components of the total Notional Balance of the Class XP Certificate for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring in or before December 2013, on any particular component of the total Notional Balance of the Class XP Certificates immediately prior to the related Distribution Date, the applicable Class XP Strip Rate will equal 0.0510% with respect to the components relating to the Class J Certificates (each, a ‘‘Class XP Fixed Strip Rate’’) and (b) with respect to each other applicable Class of Certificates having a Certificate Balance (or a designated portion thereof) that comprises such component, the excess, if any, of:

•  the lesser of (a) the rate per annum corresponding to such Distribution Date as set forth on Annex E attached hereto and (b) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over
•  the Pass-Through Rate for such Distribution Date for the class of Principal Balance Certificates whose Certificate Balance, or a designated portion thereof, comprises such component.

Each of the Class T, Class R and Class LR Certificates will not have a Pass-Through Rate. The Class T Certificates will not be entitled to distributions in respect of interest other than Excess Interest.

The ‘‘Weighted Average Net Mortgage Pass-Through Rate’’ for any Distribution Date is a per annum rate equal to a fraction (expressed as a percentage) the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage Pass-Through Rate of each such Mortgage Loan as of the immediately preceding Distribution Date and (ii) the Stated Principal Balance of each such Mortgage Loan as of the immediately preceding Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the immediately preceding Distribution Date.

The ‘‘Due Date’’ with respect to any Mortgage Loan and any month, is the first day of such month in the related collection period as specified in the related Note for that Mortgage Loan.

The ‘‘Net Mortgage Pass-Through Rate’’ with respect to any Mortgage Loan and any Distribution Date is the Mortgage Rate for such Mortgage Loan for the related Interest Accrual Period minus the Servicing Fee Rate and the Trustee Fee Rate. For purposes of calculating the Pass-Through Rates on the Certificates (other than the Class T, Class R and Class LR Certificates), the Net Mortgage Pass-Through Rate of each Mortgage Loan that accrues interest on an actual/360 basis for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Pass-Through Rate; provided, however, that with respect to such Mortgage Loans, the Net Mortgage Pass-Through Rate for the one month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (unless the related Distribution Date is the final Distribution Date) will be determined exclusive of the amounts withheld from that month, and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld from the immediately preceding February, and, if applicable, January.

The ‘‘Mortgage Rate’’ with respect to each Mortgage Loan, Serviced Companion Loan and any Interest Accrual Period is the annual rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan during such period (in the absence of a default and excluding any Excess Interest), as set forth in the related Note from time to time (the initial rate is set forth on Annex A-1 to this prospectus supplement); provided, however, that for purposes of calculating Pass-Through Rates, the Mortgage Rate for any Mortgage Loan or Serviced Companion Loan will be determined without regard to any modification, waiver or

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amendment of the terms of that Mortgage Loan or Serviced Companion Loan, whether agreed to by the Master Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower and without regard to any excess interest.

The ‘‘Principal Distribution Amount’’ for any Distribution Date will be equal to the sum of the following items without duplication:

(i)    the principal component of all scheduled Monthly Payments (other than Balloon Payments) due on the Mortgage Loans on the related Due Date (if received during the related Collection Period or advanced);

(ii)    the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period or advanced) with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment;

(iii)    the Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Trust Fund in connection with the breach of a representation or warranty or a document defect in the related mortgage file or purchased from the Trust as described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans’’ and ‘‘—Optional Termination’’;

(iv)    the portion of Unscheduled Payments allocable to principal of any Mortgage Loan that was liquidated during the related Collection Period;

(v)    the principal component of all Balloon Payments and any other principal payment on any Mortgage Loan received on or after the maturity date thereof, to the extent received during the related Collection Period;

(vi)    all other Principal Prepayments received in the related Collection Period; and

(vii)    any other full or partial recoveries in respect of principal of the Mortgage Loans, including net insurance proceeds, net liquidation proceeds and Net REO Proceeds received in the related Collection Period, net of any related outstanding P&I Advances allocable to principal;

as reduced by any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan or, with respect to Property Advances, the related Serviced Loan Combination, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

The ‘‘Group 1 Principal Distribution Amount’’ is the sum of clauses (i) through (vii) above allocable to Mortgage Loans in Loan Group 1.

The ‘‘Group 2 Principal Distribution Amount’’ is the sum of clauses (i) through (vii) above allocable to Mortgage Loans in Loan Group 2.

The ‘‘Assumed Scheduled Payment’’ with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment (including any REO Loan as to which the Balloon Payment would have been past due) will be an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan on the related Due Date (or the portion thereof not received) based on the constant Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant payment required by the related Note and the amortization or payment schedule thereof (as

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calculated with interest at the related Mortgage Rate), if any, assuming such Balloon Payment has not become due after giving effect to any prior modification, and (b) interest at the applicable Net Mortgage Pass-Through Rate.

An ‘‘REO Loan’’ is any Mortgage Loan (other than the Non-Serviced Mortgage Loan) as to which the related Mortgaged Property has become an REO Property.

Fees and Expenses

The amounts available for distribution on the Certificates on any Distribution Date will generally be net of the following amounts:


Type/Recipient Amount Frequency Source of Payment
Fees      
Master Servicing Fee/ Master Servicer The Stated Principal Balance of each Mortgage Loan multiplied by the Master Servicing Fee Rate calculated on the same basis as interest accrues on the mortgage loan. monthly Interest payment on the related mortgage loan.
Additional Master Servicing Compensation/Master Servicer Prepayment interest excess. time to time Any actual prepayment interest excess.
Additional Master Servicing Compensation/Master Servicer All late payment fees and net default interest (other than that accrued on Specially Serviced Mortgage Loans) to the extent collected by the Trust and not used to pay interest on Advances and certain additional trust fund expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees).
50% of loan modification, extension and assumption fees (including any related application fees) on non-Specially Serviced Mortgage Loans and the Serviced Companion Loans.
100% of loan service transaction fees, beneficiary statement charges and or similar items (but excluding prepayment premiums and yield maintenance charges).
time to time The related fees.

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Type/Recipient Amount Frequency Source of Payment
Fees      
Additional Master Servicing Compensation/Master Servicer All investment income earned on amounts on deposit in the Collection Account and certain Reserve Accounts. monthly The investment income.
Special Servicing Fee/ Special Servicer The Stated Principal Balance of each Specially Serviced Mortgage Loan and REO Loan multiplied by the Special Servicing Fee Rate calculated on the same basis as interest accrues on the mortgage loan (in each case, subject to a $4,000 monthly minimum per Specially Serviced Mortgage Loan and REO Loan), and will be payable monthly. monthly First out of collections on the related Mortgage Loan and then from general collections in the collection account.
Workout Fee/Special Servicer 1.00% of each collection of principal and interest on each Corrected Mortgage Loan. monthly The related collection of principal or interest.
Liquidation Fee/ Special Servicer 1.00% of each recovery of Liquidation Proceeds, except as specified under ‘‘The Pooling and Servicing Agreement— Special Servicing—Special Servicing Compensation.’’ upon receipt of Liquidation Proceeds The related Liquidation Proceeds.
Additional Special Servicing Compensation/Special Servicer All late payment fees and net default interest (accrued on Specially Serviced Mortgage Loans) to the extent collected by the Trust and not used to pay interest on Advances and certain Trust expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees).
50% of loan modification, extension and assumption fees (including any related application fees) on non-Specially Serviced Mortgage Loans and 100% of such fees on Specially Serviced Mortgage Loans.
from time to time The related fees.
  All investment income received on funds in any REO Account. monthly The investment income.
Trustee Fee/Trustee The Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans calculated on the same basis as interest accrues on the mortgage loan. monthly Payment of interest on the related Mortgage Loan.
Expenses      
Reimbursement of Property Advances/ Master Servicer and Special Servicer/ Trustee To the extent of funds available, the amount of any Property Advances. time to time Recoveries on the related Mortgage Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account.

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Type/Recipient Amount Frequency Source of Payment
Expenses      
Interest on Property Advances/Master Servicer and Special Servicer/ Trustee At Prime Rate. when Advance is reimbursed First from late payment charges and default interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account.
Reimbursement of P&I Advances/Master Servicer/Trustee To the extent of funds available, the amount of any P&I Advances. time to time Recoveries on the related Mortgage Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account.
Interest on P&I Advances/Master Servicer/Trustee At Prime Rate. when Advance is reimbursed First from late payment charges and default interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account.
Indemnification Expenses/Trustee, Master Servicer and Special Servicer Amounts for which the Trustee, the Master Servicer and the Special Servicer are entitled to indemnification or reimbursement. per occurrence or time of claim General collections in the Collection Account.
Trust Fund Expenses not Advanced (may include environmental remediation, appraisals, expenses of operating REO Property and any independent contractor hired to operate REO Property) Based on third party charges. from time to time First from income on the related REO Property, if applicable, and then from general collections in the Collection Account.

Bank of America will serve as primary servicer with respect to certain Mortgage Loans sold to the Depositor by Barclays Capital Real Estate Inc. and certain Mortgage Loans sold to the Depositor by Bank of America, National Association. Midland will serve as primary servicer with respect to the remaining Mortgage Loans. The related primary servicing fee will be payable only to the extent the Master Servicer is entitled to a fee and will retained by Bank of America out of collections remitted to the Master Servicer.

Pursuant to the Pooling and Servicing Agreement, any successor Master Servicer or Special Servicer assuming the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement generally will be entitled to the compensation to which the Master Servicer or the Special Servicer would have been entitled. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer or Special Servicer will be treated as Realized Losses. The Pooling and Servicing Agreement does not provide for any successor Trustee to receive compensation in excess of that paid to its predecessor Trustee.

Distribution of Available Funds.    On each Distribution Date, prior to the Crossover Date, the Available Funds for such Distribution Date will be distributed in the following amounts and order of priority:

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First, to pay interest, pro rata,

•  on the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates from the Available Funds for such Distribution Date attributable to Mortgage Loans in Loan Group 1 up to an amount equal to the aggregate Interest Accrual Amount for those Classes, in each case in accordance with their respective interest entitlements,
•  on the Class A-1A Certificates from the portion of the Available Funds for such Distribution Date attributable to Mortgage Loans in Loan Group 2 up to an amount equal to the Interest Accrual Amount for such Class, and
•  on the Class XS and Class XP Certificates, pro rata, from the Available Funds for such Distribution Date up to an amount equal to the Interest Accrual Amount for each such Class;

provided, however, if on any Distribution Date, the Available Funds (or applicable portion thereof) are insufficient to pay in full the total amount of interest to be paid to any of the Classes described in this clause First, the Available Funds for such Distribution Date will be allocated among all those Classes pro rata, in accordance with their respective interest entitlements;

Second, pro rata, to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A and Class X Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Classes;

Third, in reduction of the Certificate Balances thereof concurrently,

(A)    to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, and Class A-4 Certificates.

(i)    first, to the Class A-AB Certificates, in an amount up to the Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance as set forth on Annex A-3 for such Distribution Date,

(ii)    then, to the Class A-1 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-AB Certificates pursuant to clause (i) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates, and payments to the Class A-AB Certificates pursuant to clause (i) above have been made on such Distribution Date, until the Class A-1 Certificates have been reduced to zero,

(iii)    then, to the Class A-2A Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1 Certificates and distributions on the Class A-AB Certificates pursuant to clauses (i) and (ii) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A and Class A-1 Certificates and payments to the Class A-AB Certificates pursuant to clauses (i) and (ii) above have been made on such Distribution Date, until the Class A-2A Certificates have been reduced to zero,

(iv)    then, to the Class A-2B Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion thereof remaining after distributions on the Class A-1 and Class A-2A Certificates and distributions on the Class A-AB

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Certificates pursuant to clauses (i), (ii) and (iii) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-1 and Class A-2A Certificates and payments to the Class A-AB Certificates pursuant to clauses (i), (ii) and (iii) above have been made on such Distribution Date, until the Class A-2B Certificates have been reduced to zero,

(v)    then, to the Class A-3 Certificates pro rata in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2A, Class A-2B Certificates and distributions on the Class A-AB Certificates pursuant to clauses (i), (ii), (iii) and (iv) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-1, Class A-2A and Class A-2B Certificates and payments to the Class A-AB Certificates pursuant to clauses (i), (ii), (iii) and (iv) above have been made on such Distribution Date, until the Class A-3 Certificates have been reduced to zero,

(vi)    then, to the Class A-AB Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2A, Class A-2B and Class A-3 Certificates and distributions on the Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv) and (v) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-1, Class A-2A, Class A-2B and Class A-3 Certificates and payments to the Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv) and (v) above have been made on such Distribution Date, until the Class A-AB Certificates have been reduced to zero,

(vii)    then, to the Class A-4 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2A, Class A-2B, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above) for such Distribution Date and, after the Class A-1A Certificates have been reduced to zero, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A, Class A-1, Class A-2A, Class A-2B, Class A-3 and Class A-AB Certificates pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above have been made on such Distribution Date, until the Class A-4 Certificates have been reduced to zero,

(B)    to the Class A-1A Certificates, in an amount equal to the Loan Group 2 Principal Distribution Amount for such Distribution Date; and after the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates have been reduced to zero, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB and Class A-4 Certificates have been made on such Distribution Date, until the Class A-1A Certificates have been reduced to zero;

Fourth, to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifth, to the Class A-M Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixth, to the Class A-M Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Seventh, to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

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Eighth, to the Class A-M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Ninth, to the Class A-J Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Tenth, to the Class A-J Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Eleventh, to the Class A-J Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twelfth, to the Class A-J Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirteenth, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fourteenth, to the Class B Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifteenth, to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixteenth, to the Class B Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Seventeenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Eighteenth, to the Class C Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Nineteenth, to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twentieth, to the Class C Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-first, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-second, to the Class D Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Twenty-third, to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-fourth, to the Class D Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

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Twenty-fifth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Twenty-sixth, to the Class E Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Twenty-seventh, to the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Twenty-eighth, to the Class E Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Twenty-ninth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirtieth, to the Class F Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-first, to the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-second, to the Class F Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirty-third, to the Class G Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirty-fourth, to the Class G Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-fifth, to the Class G Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Thirty-sixth, to the Class G Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Thirty-seventh, to the Class H Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Thirty-eighth, to the Class H Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Thirty-ninth, to the Class H Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fortieth, to the Class H Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-first, to the Class J Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Forty-second, to the Class J Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

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Forty-third, to the Class J Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Forty-fourth, to the Class J Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-fifth, to the Class K Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Forty-sixth, to the Class K Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Forty-seventh, to the Class K Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Forty-eighth, to the Class K Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Forty-ninth, to the Class L Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fiftieth, to the Class L Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-first, to the Class L Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fifty-second, to the Class L Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifty-third, to the Class M Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fifty-fourth, to the Class M Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-fifth, to the Class M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Fifty-sixth, to the Class M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Fifty-seventh, to the Class N Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Fifty-eighth, to the Class N Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Fifty-ninth, to the Class N Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

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Sixtieth, to the Class N Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-first, to the Class O Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixty-second, to the Class O Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Sixty-third, to the Class O Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;

Sixty-fourth, to the Class O Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-fifth, to the Class P Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Sixty-sixth, to the Class P Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Sixty-seventh, to the Class P Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Sixty-eighth, to the Class P Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Sixty-ninth, to the Class Q Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Seventieth, to the Class Q Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Seventy-first, to the Class Q Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Seventy-second, to the Class Q Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;

Seventy-third, to the Class S Certificates, in respect of interest, up to an amount equal to the Interest Accrual Amount of such Class;

Seventy-fourth, to the Class S Certificates, in respect of interest, up to an amount equal to the aggregate unpaid Interest Shortfalls previously allocated to such Class;

Seventy-fifth, to the Class S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses until the Certificate Balance of such Class is reduced to zero;

Seventy-sixth, to the Class S Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such Class; and

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Seventy-seventh, to the Class R and Class LR Certificates as specified in the Pooling and Servicing Agreement.

All references to ‘‘pro rata’’ in the preceding clauses unless otherwise specified mean pro rata based upon the amount distributable pursuant to such clause.

Notwithstanding the foregoing, on each Distribution Date occurring on or after the Crossover Date, the Principal Distribution Amount will be distributed to the Class A-1, Class A-2A and Class A-2B, Class A-3, Class A-AB, Class A-4, and Class A-1A Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class is reduced to zero. The ‘‘Crossover Date’’ is the Distribution Date on which the Certificate Balance of each Class of Principal Balance Certificates, other than the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, and Class A-1A Certificates, have been reduced to zero. The Class X Certificates will not be entitled to any distribution of principal.

Class A-AB Planned Principal Balance

On each Distribution Date, the Class A-AB Certificates have priority with respect to receiving distributions of principal to reduce the Class A-AB Certificate Balance to the Planned Principal Balance for such Distribution Date as described in ‘‘—Distributions—Distributions of Available Funds’’ above. The ‘‘Planned Principal Balance’’ for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex A-3 to the prospectus supplement. These balances were calculated using, among other things, the Modeling Assumptions. Based on the Modeling Assumptions, the Certificate Balance of the Class A-AB Certificates on each Distribution Date would be reduced to the balance indicated for the related Distribution Date on Annex A-3. We cannot assure you, however, that the Mortgage Loans will perform in conformity with the Modeling Assumptions or that the Certificate Balance of the Class A-AB Certificates on any Distribution Date will equal the balance that is specified for that Distribution Date on Annex A-3. In general, once the Certificate Balances of the Class A-1, Class A-2A, Class A-2B and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Group 1 Principal Distribution Amount will be distributed to the Class A-AB Certificates until the Certificate Balance of the Class A-AB Certificates is reduced to zero.

Prepayment Premiums and Yield Maintenance Charges

On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges collected in respect of Mortgage Loans included in Loan Group 1 during the related Collection Period will be required to be distributed by the Trustee to the holders of the Class A-1 through Class K Certificates (other than Class A-1A Certificates) in the following manner: such holders will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1 through Class K Certificates (other than the Class A-1A Certificates), (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates and (c) Prepayment Premiums or the Yield Maintenance Charges, as applicable, collected on such principal prepayment during the related Collection Period.

On any Distribution Date, Prepayment Premiums and Yield Maintenance Charges collected in respect of Mortgage Loans included in Loan Group 2 during the related Collection Period will be required to be distributed by the Trustee to the holders of the Class A-1A Certificates in the following manner: the holders of the Class A-1A Certificates will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such class on such Distribution Date and the denominator of which is the total amount of principal distributed to the Class A-1A Certificates on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates and (c) the

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Prepayment Premiums or Yield Maintenance Changes, as applicable, collected on such principal prepayment during the related Collection Period.

Prior to the Distribution Date in January 2014, any Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions will be distributed 93% to the holders of the Class XS Certificates and 7% to the holders of the Class XP Certificates. After the Distribution Date in December 2013, Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions will be distributed 100% to the Class XS Certificates.

The ‘‘Base Interest Fraction’’ for any principal prepayment on any Mortgage Loan and for any of the Class A-1 through Class K Certificates, will be a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described in the clause (a)(i) above, then the Base Interest Fraction will be zero.

The yield rate with respect to any prepaid mortgage loan will be equal to the yield rate stated in the relevant loan documents, or if none is stated, will equal the yield, on the U.S. Treasury primary issue with a maturity date closest to the maturity date or anticipated repayment date, as applicable, for the prepaid mortgage loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield will be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date for such prepaid mortgage loan, the issue with the earlier maturity date will be selected.

In the case of the Serviced Loan Combinations (other than with respect to the Mezz Cap Loan Combinations in this prospectus supplement), Prepayment Premiums or Yield Maintenance Charges actually collected in respect of such Loan Combination will be allocated ratably in proportion based on the amount prepaid to the Mortgage Loan and the related Companion Loans.

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Assumed Final Distribution Date; Rated Final Distribution Date

The ‘‘Assumed Final Distribution Date’’ with respect to any class of Offered Certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Balance, as the case may be, of that class of Certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date will in each case be as follows:


Class Designation Assumed Final Distribution Date
Class A-1 September 10, 2011
Class A-2A September 10, 2011
Class A-2B January 10, 2012
Class A-3 December 10, 2013
Class A-AB February 10, 2016
Class A-4 December 10, 2016
Class A-1A December 10, 2016
Class XP N/A
Class A-M December 10, 2016
Class A-J December 10, 2016
Class B December 10, 2016
Class C December 10, 2016
Class D December 10, 2016
Class E December 10, 2016
Class F January 10, 2017
Class G January 10, 2017

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of Balloon Payments and without regard to a reasonable liquidation time with respect to any Mortgage Loans that may become delinquent. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR and based on the Modeling Assumptions (as defined herein under ‘‘Yield and Maturity Considerations—Weighted Average Life’’). Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed that scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience. Finally, the Assumed Distribution Dates were calculated assuming that there would not be an early termination of the Trust Fund.

The ‘‘Rated Final Distribution Date’’ of the Offered Certificates will be December 10, 2046, the first Distribution Date after the 36th month following the end of the amortization term for the Mortgage Loan that, as of the Cut-off Date, will have the longest remaining amortization term.

Realized Losses

The Certificate Balance of the Certificates will be reduced without distribution on any Distribution Date to the extent of any Realized Loss allocated to the applicable Class of Certificates on such Distribution Date. As referred to herein, ‘‘Realized Loss’’ with respect to any Distribution Date means the amount, if any, by which the aggregate Certificate Balance of the Regular Certificates (other than the Class XS and Class XP Certificates) after giving effect to distributions made on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans (for purposes of this calculation only, the aggregate Stated

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Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse each Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) immediately following the Determination Date preceding such Distribution Date. Any such Realized Losses will be applied to the Classes of Principal Balance Certificates in the following order, until the Certificate Balance of each is reduced to zero: first, to the Class S Certificates, second, to the Class Q Certificates, third, to the Class P Certificates, fourth, to the Class O Certificates, fifth, to the Class N Certificates, sixth, to the Class M Certificates, seventh, to the Class L Certificates, eighth, to the Class K Certificates, ninth, to the Class J Certificates, tenth, to the Class H Certificates, eleventh, to the Class G Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C Certificates, sixteenth, to the Class B Certificates, seventeenth, to the Class A-J Certificates, eighteenth, to the Class A-M Certificates, and finally, pro rata, to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates based on their respective Certificate Balances. Any amounts recovered in respect of any such amounts previously allocated as Realized Losses will be distributed to the Classes of Principal Balance Certificates in reverse order of allocation of such Realized Losses thereto. Shortfalls in Available Funds resulting from the following expenses will be allocated in the same manner as Realized Losses:

•  interest on Advances (to the extent not covered by Default Interest and late payment fees);
•  additional servicing compensation (including the special servicing fee);
•  extraordinary expenses of the Trust and other additional expenses of the Trust;
•  a reduction of the interest rate of a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers; or
•  a reduction in interest rate or a forgiveness of principal of a Mortgage Loan as described under ‘‘The Pooling and Servicing Agreement—Modifications,’’ in this prospectus supplement or otherwise.

Net Prepayment Interest Shortfalls, as described under ‘‘—Prepayment Interest Shortfalls’’ in this prospectus supplement, will be allocated to, and be deemed distributed to, each Class of Certificates (other than the Class T, Class R and Class LR Certificates), pro rata, based upon amounts distributable in respect of interest to each such Class (without giving effect to any such allocation of Net Prepayment Interest Shortfall). The Notional Balances of the Class XS and Class XP Certificates will be reduced to reflect reductions in the Certificate Balances of the Classes of Principal Balance Certificates that are included in the calculation of such Notional Balances, as set forth above, as a result of write-offs in respect of final recovery determinations in respect of liquidation of defaulted Mortgage Loans.

The ‘‘Stated Principal Balance’’ of each Mortgage Loan will generally equal the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), reduced (to not less than zero) on each Distribution Date by (i) all payments or other collections (or P&I Advances in lieu thereof) of principal of such Mortgage Loan that have been distributed on the Certificates on such Distribution Date or applied to any other payments required under the Pooling and Servicing Agreement on or prior to such date of determination and (ii) any principal forgiven by the Special Servicer (or with respect to the Non-Serviced Mortgage Loan, by the applicable other special servicer) and other principal losses realized in respect of such Mortgage Loan during the related Collection Period (or with respect to the Non-Serviced Mortgage Loan, other principal losses realized in respect of the Non-Serviced Mortgage Loan during the related Collection Period as determined in accordance with the terms of the related other pooling and servicing agreement).

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With respect to the Non-Serviced Mortgage Loan, any additional trust expenses under the pooling and servicing agreement governing the Non-Serviced Mortgage Loan that are similar to those expenses resulting in Realized Losses and that relate to the Non-Serviced Mortgage Loan are to be paid out of collections on, and other proceeds of, the Non-Serviced Mortgage Loan and the related Companion Loans, thereby potentially resulting in a loss to the Trust.

Prepayment Interest Shortfalls

For any Distribution Date, a ‘‘Prepayment Interest Shortfall’’ will arise with respect to any Mortgage Loan if (i) a borrower makes a full Principal Prepayment or a Balloon Payment during the related Collection Period or (ii) a prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as applicable, and the date such payment was made or amounts received (or, in the case of a Balloon Payment, the date through which interest thereon accrues) occurred prior to the Due Date for such Mortgage Loan in the related Collection Period. Such a shortfall arises because the amount of interest which accrues on the amount of such Principal Prepayment, the principal portion of a Balloon Payment or prepayment due to the receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds, as the case may be, will be less than the corresponding amount of interest accruing on the Certificates and fees payable to the Trustee and each Servicer. In such case, the Prepayment Interest Shortfall will generally equal the excess of (a) the aggregate amount of interest (excluding the Excess Interest) which would have accrued on the Stated Principal Balance of such Mortgage Loan for the one month period ending on such Due Date if such Principal Prepayment, Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds had not been made over (b) the aggregate interest (excluding the Excess Interest) that did so accrue through the date such payment was made.

In any case in which a Principal Prepayment in full or in part, a Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds is made during any Collection Period after the Due Date for a Mortgage Loan in the related Collection Period, a ‘‘Prepayment Interest Excess’’ will arise since the amount of interest (excluding the Excess Interest) which accrues on the amount of such Principal Prepayment, the principal portion of a Balloon Payment or prepayment due to receipt of insurance proceeds, Liquidation Proceeds or condemnation proceeds will exceed the corresponding amount of interest accruing on the Certificates (other than the Class T Certificates) and fees payable to the Trustee and the Master Servicer.

With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan and a Specially Serviced Mortgage Loan or a previously Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) that has been subject to a Principal Prepayment and a Prepayment Interest Shortfall (other than at the request of or with the consent of the Directing Holder), the Master Servicer will be required to deliver to the Trustee for deposit in the Distribution Account, without any right of reimbursement therefor, a cash payment (the ‘‘Master Servicer Prepayment Interest Shortfall’’), in an amount equal to the lesser of (x) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with Principal Prepayments received in respect of the Mortgage Loans serviced by it (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loan) during the related Collection Period, and (y) the aggregate of (A) the portion of its Master Servicing Fee that is being paid in such Collection Period with respect to the Mortgage Loans serviced by it (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loan) and (B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage Loans (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loan) serviced by the Master Servicer; provided, however, that the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls will not be cumulative. Notwithstanding the previous sentence, if any Mortgage Loan (other than a Specially Serviced Mortgage Loan and the Non-Serviced Mortgage Loan) has been subject to a

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Principal Prepayment and a Prepayment Interest Shortfall as a result of (i) the payment of insurance proceeds or condemnation proceeds, (ii) subsequent to a default under the related Mortgage Loan Documents (provided that the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard), (iii) pursuant to applicable law or a court order, the portion of the Master Servicing Fee described in clause (A) of the preceding sentence shall be limited to that portion of its Master Servicing Fee computed at a rate of 0.01% per annum and paid in such Collection Period with respect to the Mortgage Loans serviced by it (other than Specially Serviced Mortgage Loans and the Non-Serviced Mortgage Loan).

‘‘Net Prepayment Interest Shortfall’’ means the aggregate Prepayment Interest Shortfalls in excess of the Master Servicer Prepayment Interest Shortfall. The Net Prepayment Interest Shortfall will generally be allocated to each Class of Certificates (other than the Class T, Class R and Class LR Certificates), pro rata, based on interest amounts distributable (without giving effect to any such allocation of Net Prepayment Interest Shortfall) to each such Class.

To the extent that the Prepayment Interest Excess exceeds the Master Servicer Prepayment Interest Shortfalls such excess amount (the ‘‘Net Prepayment Interest Excess’’) will be payable to such Master Servicer as additional compensation.

Subordination

As a means of providing a certain amount of protection to the holders of the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XS and Class XP Certificates (except as set forth below) against losses associated with delinquent and defaulted Mortgage Loans, the rights of the holders 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, Class P, Class Q and Class S Certificates (collectively, the ‘‘Subordinate Certificates’’) to receive distributions of interest and principal (if applicable) with respect to the Mortgage Loans, as applicable, will be subordinated to such rights of the holders of the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XS and Class XP Certificates. The Class A-M Certificates will be likewise protected by the subordination of the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates. The Class A-J Certificates will be likewise protected by the subordination of the 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, Class P, Class Q and Class S Certificates. Each other Class of Principal Balance Certificates will be likewise protected by the subordination of each Class of Certificates with a later alphabetical class designation. This subordination will be effected in two ways: (i) by the preferential right of the holders of a Class of Regular Certificates to receive on any Distribution Date the amounts of interest and principal distributable in respect of such Regular Certificates on such date prior to any distribution being made on such Distribution Date in respect of any Classes of Regular Certificates subordinate thereto, and (ii) by the allocation of Realized Losses, first, to the Class S Certificates, second, to the Class Q Certificates, third, to the Class P Certificates, fourth, to the Class O Certificates, fifth, to the Class N Certificates, sixth, to the Class M Certificates, seventh, to the Class L Certificates, eighth, to the Class K Certificates, ninth, to the Class J Certificates, tenth, to the Class H Certificates, eleventh, to the Class G Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C Certificates, sixteenth, to the Class B Certificates, seventeenth, to the Class A-J Certificates, eighteenth, to the Class A-M Certificates, and finally, pro rata, to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates based on their respective Certificate Balances for Realized Losses. No other form of credit enhancement will be available for the benefit of the holders of the Offered Certificates.

Allocation of principal distributions to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates (collectively, the ‘‘Class A Certificates’’) will

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have the effect of reducing the aggregate Certificate Balance of the Class A Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as principal is distributed to the holders of the Class A Certificates, the percentage interest in the Trust Fund evidenced by the Class A Certificates will be decreased (with a corresponding increase in the percentage interest in the Trust Fund evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded the Class A Certificates by the Subordinate Certificates.

Appraisal Reductions

With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Loan Combination, on the first Distribution Date following the earliest of (i) the date on which such Mortgage Loan or Serviced Loan Combination becomes a Modified Mortgage Loan (as defined below), (ii) the 90th day following the occurrence of any uncured delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced Loan Combination, (iii) receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity or the 60th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, (iv) the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination becomes an REO Property, (v) the 60th day after the third anniversary of any extension of a Mortgage Loan or Serviced Loan Combination and (vi) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer and the Controlling Class Representative, within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination and (D) the Controlling Class Representative consents, an Appraisal Reduction Event will not occur until 60 days beyond the related maturity date; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer and the Controlling Class Representative, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer and the Controlling Class Representative, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (any of clauses (i), (ii), (iii), (iv), (v) and (vi), an ‘‘Appraisal Reduction Event’’), an Appraisal Reduction Amount will be calculated. The ‘‘Appraisal Reduction Amount’’ for any Distribution Date and for any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which any Appraisal Reduction Event has occurred will be calculated by the Special Servicer on a monthly basis and will be an amount equal to the excess, if any, of (a) the outstanding Stated Principal Balance of such Mortgage Loan or the applicable Serviced Loan Combination over (b) the excess of (i) 90% of the sum of the appraised values (net of any prior mortgage liens but including all escrows and reserves (other than escrows and reserves for taxes and insurance)) of the related Mortgaged Properties securing such Mortgage Loan or the applicable Serviced Loan Combination as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate or, in the case of Mortgage Loans or Serviced Loan Combinations having a principal balance under $2,000,000, 90% of the sum of the estimated values of the related Mortgaged Properties, as described below over (ii)

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the sum of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or the applicable Serviced Loan Combination at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Loan Combination, the weighted average of its Mortgage Rates), (B) all unreimbursed Property Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance Rate in respect of such Mortgage Loan or the applicable Serviced Loan Combination, (C) any other unpaid additional Trust expenses in respect of such Mortgage Loan or the applicable Serviced Loan Combination and (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums and all other amounts due and unpaid with respect to such Mortgage Loan or the applicable Serviced Loan Combination (which taxes, premiums (net of any escrows or reserves therefor) and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that in the event that the Special Servicer has not received an Updated Appraisal or Small Loan Appraisal Estimate within the time frame described below, the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Loan Combination until an Updated Appraisal or Small Loan Appraisal Estimate is received and the Appraisal Reduction Amount is calculated. Notwithstanding the foregoing, within 60 days after the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, 30 days) (i) with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loan) or an applicable Serviced Loan Combination having a principal balance of $2,000,000 or higher, the Special Servicer will be required to obtain an Updated Appraisal, and (ii) for Mortgage Loans (other than the Non-Serviced Mortgage Loan) or an applicable Serviced Loan Combination having a principal balance under $2,000,000, the Special Servicer will be required, at its option, (A) to provide its good faith estimate (a ‘‘Small Loan Appraisal Estimate’’) of the value of the Mortgaged Properties within the same time period as an appraisal would otherwise be required and such Small Loan Appraisal Estimate will be used in lieu of an Updated Appraisal to calculate an Appraisal Reduction Amount for such Mortgage Loans or applicable Serviced Loan Combination, or (B) to obtain, with the consent of the Controlling Class Representative, an Updated Appraisal. On the first Distribution Date occurring on or after the delivery of such an Updated Appraisal or completion of such Small Loan Appraisal Estimate, as applicable, the Special Servicer will be required to adjust the Appraisal Reduction Amount to take into account such appraisal (regardless of whether the Updated Appraisal is higher or lower than the Small Loan Appraisal Estimate). To the extent required in the Pooling and Servicing Agreement, Appraisal Reduction Amounts will be recalculated on each Distribution Date and an Updated Appraisal will be obtained annually.

At any time that an Appraisal Reduction Amount exists with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan), the Controlling Class Representative may, at its own expense, obtain and deliver to the Master Servicer, the Special Servicer and the Trustee an appraisal satisfactory to the Special Servicer that satisfies the requirements of an Updated Appraisal (as defined below), and upon the written request of the Controlling Class Representative, the Special Servicer must recalculate the Appraisal Reduction Amount in respect of such Mortgage Loan or the applicable Serviced Loan Combination based on such appraisal (but subject to any downward adjustments by the Special Servicer as provided in the preceding paragraph) and will be required to notify the Trustee, the Master Servicer and the Controlling Class Representative of such recalculated Appraisal Reduction Amount.

Contemporaneously with the earliest of (i) the effective date of any modification of the stated maturity, Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Loan Combination, any extension of the maturity date of a Mortgage Loan or Serviced Loan Combination or consent to the release of any Mortgaged Property or REO Property from the lien of the related Mortgage other than pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, (ii) the occurrence of an Appraisal Reduction

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Event, (iii) a default in the payment of a Balloon Payment for which an extension has not been granted or (iv) the date on which the Special Servicer, consistent with the Servicing Standard, requests an Updated Appraisal, the Special Servicer will be required to obtain an appraisal (or a letter update for an existing appraisal which is less than two years old) of the Mortgaged Property or REO Property, as the case may be, from an independent appraiser who is a member of the Appraisal Institute (an ‘‘Updated Appraisal’’) or a Small Loan Appraisal Estimate, as applicable, provided, that, the Special Servicer will not be required to obtain an Updated Appraisal or Small Loan Appraisal Estimate of any Mortgaged Property with respect to which there exists an appraisal or Small Loan Appraisal Estimate which is less than 12 months old. The Special Servicer will be required to update, on an annual basis, each Small Loan Appraisal Estimate or Updated Appraisal for so long as the related Mortgage Loan or Serviced Loan Combination remains specially serviced.

Each Serviced Loan Combination will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Loan Combination. Any Appraisal Reduction on a Serviced Loan Combination with a related Pari Passu Companion Loan will generally be allocated or deemed allocated to the related Mortgage Loan and any Pari Passu Companion Loans pro rata, based on each loan’s outstanding principal balance. Any Appraisal Reduction on a Serviced Loan Combination with a related B Loan will generally be allocated or deemed allocated, first, to the holder of the related B Loan (up to the full principal balance thereof), and, then, to the holders of the related Mortgage Loan.

In the event that an Appraisal Reduction Event occurs with respect to a Mortgage Loan, the amount advanced by the Master Servicer with respect to delinquent payments of interest for such Mortgage Loan will be reduced as described under ‘‘The Pooling and Servicing Agreement—Advances’’ in this prospectus supplement.

Each Non-Serviced Mortgage Loan is subject to provisions in the pooling and servicing agreement governing such loan relating to appraisal reductions that are substantially similar but not identical to the provisions set forth above. The existence of an appraisal reduction in respect of the Non-Serviced Mortgage Loan will proportionately reduce the Master Servicer’s or the Trustee’s, as the case may be, obligation to make P&I Advances on the Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for current distributions to the holders of the most subordinate Class or Classes of Certificates. Any such appraisal reduction on the Non-Serviced Mortgage Loan will generally be allocated to the holders of the related Mortgage Loan and related Pari Passu Companion Loan pro rata, based on each such loan’s outstanding principal balance.

A ‘‘Modified Mortgage Loan’’ is any Specially Serviced Mortgage Loan which has been modified by the Special Servicer in a manner that: (a) affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan); (b) except as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as is) of the property to be released; or (c) in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage Loan or Serviced Loan Combination or reduces the likelihood of timely payment of amounts due thereon.

Delivery, Form and Denomination

The Offered Certificates will be issuable in registered form, in minimum denominations of Certificate Balance of (i) $10,000 with respect to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates and multiples of $1 in excess thereof; (ii) $25,000 with respect to Class B, Class C, Class D, Class E, Class F and Class G Certificates and (iii) $1,000,000 with respect to the Class XP Certificates, in each case in multiples of $1 in excess thereof.

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The Offered Certificates will initially be represented by one or more global Certificates for each such Class registered in the name of the nominee of DTC. The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a ‘‘Definitive Certificate’’) representing its interest in such Class, except under the limited circumstances described in the prospectus under ‘‘Description of the Certificates—Book-Entry Registration and Definitive Certificates.’’    Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme (‘‘Clearstream’’) and Euroclear participating organizations, the ‘‘Participants’’), and all references herein to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party responsible for distributing any report, statement or other information has been provided with the name of the beneficial owner of a Certificate (or the prospective transferee of such beneficial owner), such report, statement or other information will be provided to such beneficial owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The Trustee will initially serve as certificate registrar (in such capacity, the ‘‘Certificate Registrar’’) for purposes of recording and otherwise providing for the registration of the Offered Certificates.

A ‘‘Certificateholder’’ under the Pooling and Servicing Agreement will be the person in whose name a Certificate is registered in the certificate register maintained pursuant to the Pooling and Servicing Agreement, except that solely for the purpose of giving any consent or taking any action pursuant to the Pooling and Servicing Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, the Trustee (in its individual capacity), a manager of a Mortgaged Property, a borrower or any person affiliated with the Depositor, the Master Servicer, the Special Servicer, the Trustee, such manager or a borrower will be deemed not to be outstanding and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided, however, that for purposes of obtaining the consent of Certificateholders to an amendment to the Pooling and Servicing Agreement, any Certificates beneficially owned by the Master Servicer or Special Servicer or an affiliate will be deemed to be outstanding, provided that such amendment does not relate to compensation of the Master Servicer or Special Servicer or otherwise benefit the Master Servicer or the Special Servicer in any material respect; provided, further, that for purposes of obtaining the consent of Certificateholders to any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Mortgage Loan, any Certificates beneficially owned by the Special Servicer or an affiliate will be deemed not to be outstanding, provided, further, however, that such restrictions will not apply to the exercise of the Special Servicer’s rights, if any, as a member of the Controlling Class. Notwithstanding the foregoing, solely for purposes of providing or distributing any reports, statements or other information pursuant to the Pooling and Servicing Agreement, a Certificateholder will include any beneficial owner (or, subject to a confidentiality agreement (in the form attached to the Pooling and Servicing Agreement), a prospective transferee of a beneficial owner) to the extent that the party required or permitted to provide or distribute such report, statement or other information has been provided with the name of such beneficial owner (or prospective transferee). See ‘‘Description of the Offered Certificates—Book-Entry Registration and Definitive Certificates’’ in the prospectus.

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Book-Entry Registration

Holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the ‘‘Depositaries’’) which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a ‘‘banking organization’’ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code and a ‘‘clearing agency’’ registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (‘‘Indirect Participants’’).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. 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 C hereto.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Trustee through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of Offered Certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the Trustee to Cede & Co., as nominee for DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, Euroclear or holders of Offered Certificates.

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Under the rules, regulations and procedures creating and affecting DTC and its operations (the ‘‘Rules’’), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and Indirect Participants with which the holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates. Accordingly, although the holders of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations (‘‘Clearstream Participants’’) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (‘‘Euroclear Participants’’) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the ‘‘Terms and Conditions’’). The 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.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in Global Certificates among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the Underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

The information herein concerning DTC, Clearstream and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but the Depositor takes no responsibility for the accuracy or completeness thereof.

Definitive Certificates

Definitive Certificates will be delivered to beneficial owners of the Offered Certificates (‘‘Certificate Owners’’) (or their nominees) only if (i) DTC is no longer willing or able properly to discharge its responsibilities as depository with respect to the book-entry certificates, and

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the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, elects to terminate the book-entry system through DTC with respect to some or all of any Class or Classes of Certificates, or (iii) after the occurrence of an Event of Default under the Pooling and Servicing Agreement, Certificate Owners representing a majority in principal amount of the book-entry certificates then outstanding advise the Trustee and DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interest of Certificate Owners.

Upon the occurrence of any of the events described in clauses (i) through (iii) in the immediately preceding paragraph, the Trustee is required to notify all affected Certificateholders (through DTC and related DTC Participants) of the availability through DTC of Definitive Certificates. Upon delivery of Definitive Certificates, the Trustee, the Certificate Registrar and the Master Servicer will recognize the holders of such Definitive Certificates as holders under the Pooling and Servicing Agreement (‘‘Holders’’). Distributions of principal and interest on the Definitive Certificates will be made by the Trustee directly to Holders of Definitive Certificates in accordance with the procedures set forth in the Prospectus and the Pooling and Servicing Agreement.

Upon the occurrence of any of the events described in clauses (i) through (iii) of the second preceding paragraph, requests for transfer of Definitive Certificates will be required to be submitted directly to the Certificate Registrar in a form acceptable to the Certificate Registrar (such as the forms which will appear on the back of the certificate representing a Definitive Certificate), signed by the Holder or such Holder’s legal representative and accompanied by the Definitive Certificate or Certificates for which transfer is being requested. The Trustee will be appointed as the initial Certificate Registrar.

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YIELD AND MATURITY CONSIDERATIONS

Yield Considerations

General.    The yield on any Offered Certificate will depend on: (i) the Pass-Through Rate in effect from time to time for that Certificate; (ii) the price paid for that Certificate and the rate and timing of payments of principal on that Certificate; and (iii) the aggregate amount of distributions on that Certificate.

Pass-Through Rate.    The Pass-Through Rate applicable to each class of Offered Certificates for any Distribution Date will be the rate specified in the definition of the ‘‘Pass-Through Rate’’ in the ‘‘Description of the Offered Certificates—Distributions’’ in this prospectus supplement. The yield on the Offered Certificates will be sensitive to changes in the relative composition of the Mortgage Loans as a result of scheduled amortization, voluntary prepayments, liquidations of Mortgage Loans following default and repurchases of Mortgage Loans. Losses or payments of principal on the Mortgage Loans with higher Net Mortgage Pass-Through Rates could result in a reduction in the Weighted Average Net Mortgage Pass-Through Rate, thereby, to the extent that the rate applicable to a particular Class of Offered Certificates is not a fixed rate, reducing the Pass-Through Rate on such Class of Offered Certificates.

See ‘‘Yield and Maturity Considerations’’ in the prospectus, ‘‘Description of the Offered Certificates’’ 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 holders of the Offered Certificates will be affected by the rate and timing of principal payments on the Mortgage Loans (including Principal Prepayments on the Mortgage Loans resulting from both voluntary prepayments by the borrowers and involuntary liquidations). The rate and timing of principal payments on the Mortgage Loans will in turn be affected by, among other things, the amortization schedules thereof or the dates on which Balloon Payments and the rate and timing of Principal Prepayments (including payments on the Anticipated Repayment Date for ARD Loans) and other unscheduled collections thereon (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 of Mortgage Loans out of the Trust). Prepayments and, assuming the respective stated maturity dates or Anticipated Repayment Dates thereof have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Principal Balance Certificates of amounts that otherwise would have been distributed over the remaining terms of the Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Principal Balance Certificates) while workouts are negotiated or foreclosures are completed. See ‘‘The Pooling and Servicing Agreement—Amendment’’ and ‘‘—Modifications’’ in this prospectus supplement and ‘‘Description of the Pooling Agreements—Realization upon Defaulted Mortgage Loans’’ and ‘‘Certain Legal Aspects of the Mortgage Loans—Foreclosure’’ in the prospectus. Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described below), no assurance can be given as to such rate or the rate of Principal Prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans. See ‘‘Risk Factors—Risks Related to the Mortgage Loans—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date’’ in this prospectus supplement.

In addition, although the borrowers under the ARD Loans may have certain incentives to prepay the ARD Loans on their Anticipated Repayment Dates, the Depositor makes no assurance that the borrowers will be able to prepay the ARD Loans on their Anticipated Repayment Dates. The failure of a borrower to prepay an ARD Loan on its Anticipated

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Repayment Date will not be an event of default under the terms of the related ARD Loan, and, pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay Excess Interest, other than requests for collection, until the scheduled maturity of the respective ARD Loan; provided that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. See ‘‘Risk Factors—Risks Related to the Mortgage Loan—Borrower May Be Unable to Repay the Remaining Principal Balance on the Maturity Date or Anticipated Repayment Date’’ in this prospectus supplement.

The extent to which the yield to maturity of an Offered Certificate may vary from the anticipated yield will depend upon the degree to which such Certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on or otherwise result in the reduction of the Certificate Balance of such Certificate. An investor should consider, in the case of an Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of an Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such Certificate could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal is made on an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments on such investor’s Offered Certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

Losses and Shortfalls.    The yield to holders of the Offered Certificates will also depend on the extent to which the holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. Losses and other shortfalls on the Mortgage Loans will generally be borne: first, by the holders of the respective Classes of Subordinate Certificates, in reverse alphabetical order of Class designation, to the extent of amounts otherwise distributable in respect of their Certificates; and then, by the holders of the Offered Certificates. Further, any Net Prepayment Interest Shortfall for each Distribution Date will be allocated on such Distribution Date among each Class of Certificates, pro rata, in accordance with the respective Interest Accrual Amounts for each such Class of Certificates for such Distribution Date (without giving effect to any such allocation of Net Prepayment Interest Shortfall).

Certain Relevant Factors.    The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, Prepayment Premiums, prepayment lock-out periods, amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for comparable residential and/or commercial space in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See ‘‘Risk Factors’’ and ‘‘Description of the Mortgage Pool’’ in this prospectus supplement and ‘‘Risk Factors’’ and ‘‘Yield and Maturity Considerations— Yield and Prepayment Considerations’’ in the prospectus.

The rate of prepayment on a Mortgage Loan is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. If a Mortgage Loan is not in a Lock-Out Period, the Prepayment Premium or Yield Maintenance Charge, if any, in respect of such Mortgage Loan may not be sufficient economic disincentive to prevent the related borrower

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from voluntarily prepaying the loan as part of a refinancing thereof. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement.

The yield on any class of Certificates whose Pass-Through Rate is affected by the Weighted Average Net Mortgage Pass-Through Rate could also be adversely affected if Mortgage Loans with higher interest rates pay faster than the Mortgage Loans with lower interest rates, since those classes bear interest at a rate limited by the weighted average of the net mortgage interest rates on the Mortgage Loans. The Pass-Through Rates on such Certificates may be limited by the weighted average of the net mortgage interest rates on the Mortgage Loans even if principal prepayments do not occur.

Delay in Payment of Distributions.    Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be at least 4 days following the end of the related Interest Accrual Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay).

Unpaid Interest.    As described under ‘‘Description of the Offered Certificates—Distributions’’ in this prospectus supplement, if the portion of the Available Funds to be distributed in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the respective Interest Accrual Amount for such Class, the shortfall will be distributable to holders of such Class of Certificates on subsequent Distribution Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding.

Weighted Average Life

The weighted average life of a Principal Balance Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of such Certificate is distributed to the investor. For purposes of this prospectus supplement, the weighted average life of a Principal Balance Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the Closing Date to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the Certificate Balance of such Certificate. Accordingly, the weighted average life of any such Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid or otherwise collected or advanced and the extent to which such payments, collections or advances of principal are in turn applied in reduction of the Certificate Balance of the Class of Certificates to which such Certificate belongs. If the Balloon Payment on a Balloon Loan having a Due Date after the Determination Date in any month is received on the stated maturity date thereof, the excess of such payment over the related Assumed Monthly Payment will not be included in the Available Funds until the Distribution Date in the following month. Therefore, the weighted average life of the Principal Balance Certificates may be extended.

Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the Constant Prepayment Rate (‘‘CPR’’) model. The CPR Model assumes that a group of mortgage loans experiences prepayments each month at a specified constant annual rate. As used in each of the following sets of tables with respect to any particular Class, the column headed ‘‘0%’’ assumes that none of the Mortgage Loans is prepaid before maturity or, with respect to the ARD Loans, the respective related Anticipated Repayment Date. The columns headed ‘‘25%,’’ ‘‘50%,’’ ‘‘75%,’’ and ‘‘100%’’ assume that no prepayments are made on any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period, in each case if any, and are otherwise made on each of the Mortgage Loans at the indicated CPR percentages. There is no assurance, however, that prepayments of the Mortgage Loans

S-206




(whether or not in a Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period) will conform to any particular CPR percentages, and no representation is made that the Mortgage Loans will prepay in accordance with the assumptions at any of the CPR percentages shown or at any other particular prepayment rate, that all the Mortgage Loans will prepay in accordance with the assumptions at the same rate or that Mortgage Loans that are in a Lock-Out Period, Defeasance Period, Yield Maintenance Period or Prepayment Premium Period will not prepay as a result of involuntary liquidations upon default or otherwise.

The following tables indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after each of the dates shown at the indicated CPR percentages and the corresponding weighted average life of each such Class of Certificates. The tables have been prepared on the basis of the information set forth herein under ‘‘Description of the Mortgage Pool—Additional Loan Information’’ and on Annex A-1 to this prospectus supplement and the following assumptions (collectively, the ‘‘Modeling Assumptions’’):

(i)    the initial Certificate Balance and the Pass-Through Rate for each Class of Certificates are as set forth herein;

(ii)    the scheduled Monthly Payments for each Mortgage Loan are based on such Mortgage Loan’s Cut-off Date Balance, stated monthly principal and interest payments, and the Mortgage Rate in effect as of the Cut-off Date for such Mortgage Loan;

(iii)    all scheduled Monthly Payments (including Balloon Payments) are assumed to be timely received on the first day of each month commencing in January 2007;

(iv)    there are no delinquencies or losses in respect of the Mortgage Loans, there are no extensions of maturity in respect of the Mortgage Loans, there are no Appraisal Reduction Amounts applied to the Mortgage Loans, there are no casualties or condemnations affecting the Mortgaged Properties and no holdback amounts are applied to reduce the principal balance of any Mortgage Loan;

(v)    prepayments are made on each of the Mortgage Loans at the indicated CPR percentages set forth in the table (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayments) except to the extent modified below by the assumption numbered (xii);

(vi)    all Mortgage Loans accrue interest under the method specified in Annex A-1. See ‘‘Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement;

(vii)    no party exercises its right of optional termination described herein;

(viii)    no Mortgage Loan will be repurchased by the related Mortgage Loan Seller for a breach of a representation or warranty or a document defect in the mortgage file and no purchase option holder (permitted to buy out a Mortgage Loan under the related Mortgage Loan Documents, any intercreditor agreement, the BACM Series 2006-6 Pooling and Servicing Agreement or the Pooling and Servicing Agreement) will exercise its option to purchase such Mortgage Loan; no party that is entitled to under the Pooling and Servicing Agreement will exercise its option to purchase all of the Mortgage Loans and thereby cause an early termination of the Trust Fund;

(ix)    no Prepayment Interest Shortfalls are incurred and no Prepayment Premiums or Yield Maintenance Charges are collected;

(x)    there are no additional Trust expenses;

(xi)    distributions on the Certificates are made on the tenth calendar day occurring in each month regardless of business day, commencing in January 2007;

(xii)    no prepayments are received as to any Mortgage Loan during such Mortgage Loan’s Lock-Out Period, if any, Defeasance Period, if any, or Yield Maintenance Period, if any or Prepayment Premium Period, if any;

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(xiii)    the Closing Date is December 21, 2006;

(xiv)    each ARD Loan in the Trust is paid in full on its Anticipated Repayment Date; and

(xv)    with respect to each Mortgage Loan, the primary servicing fee, the Master Servicing Fee and the Trustee Fee accrue on the same basis as interest accrues on such Mortgage Loan and with respect to the Non-Serviced Mortgage Loan, separate servicing fees as set forth in the BACM Series 2006-6 Pooling and Servicing Agreement are calculated on the same basis as interest accrues on the EZ Storage Portfolio Loan Combination.

To the extent that the Mortgage Loans have characteristics or experience performance that differs from those assumed in preparing the tables set forth below, the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates may mature earlier or later than indicated by the tables. It is highly unlikely that the Mortgage Loans will prepay or perform in accordance with the Modeling Assumptions at any constant rate until maturity or that all the Mortgage Loans will prepay in accordance with the Modeling Assumptions or at the same rate. In particular, certain of the Mortgage Loans may not permit voluntary partial Principal Prepayments or may permit the application of certain holdback amounts as a repayment of principal if certain conditions are not satisfied. In addition, variations in the actual prepayment experience and the balance of the specific Mortgage Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. Such variations may occur even if the average prepayment experience of the Mortgage Loans were to equal any of the specified CPR percentages. In addition, there can be no assurance that the actual pre-tax yields on, or any other payment characteristics of, any Class of Offered Certificates will correspond to any of the information shown in the yield tables herein, or that the aggregate purchase prices of the Offered Certificates will be as assumed. Accordingly, investors must make their own decisions as to the appropriate assumptions (including prepayment assumptions) to be used in deciding whether to purchase the Offered Certificates.

Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.

Based on the Modeling Assumptions, the following tables indicate the resulting weighted average lives of the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates and set forth the percentage of the initial Certificate Balance of each such Class of Certificates that would be outstanding after the Closing Date and each of the Distribution Dates shown under the applicable assumptions at the indicated CPR percentages.

Percentages of the Initial Certificate Balance
of the Class A-1 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 92
%
92
%
92
%
92
%
92
%
December 2008 78
%
78
%
78
%
78
%
78
%
December 2009 55
%
49
%
41
%
28
%
0
%
December 2010 26
%
0
%
0
%
0
%
0
%
December 2011 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 3.01
2.65
2.55
2.50
2.43

S-208




Percentages of the Initial Certificate Balance
of the Class A-2A Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
28
%
December 2010 100
%
77
%
39
%
0
%
0
%
December 2011 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 4.72
4.34
3.90
3.60
3.08

Percentages of the Initial Certificate Balance
of the Class A-2B Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
75
%
December 2011 13
%
11
%
9
%
7
%
0
%
December 2012 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 4.86
4.83
4.78
4.67
4.35

Percentages of the Initial Certificate Balance
of the Class A-3 Certificates at the Specified CPRS
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 6.80
6.79
6.78
6.75
6.55

S-209




Percentages of the Initial Certificate Balance
of the Class A-AB Certificates at the Specified CPRS
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 81
%
81
%
81
%
81
%
81
%
December 2013 58
%
58
%
58
%
58
%
58
%
December 2014 34
%
34
%
34
%
34
%
34
%
December 2015 4
%
2
%
0
%
0
%
0
%
December 2016 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 7.29
7.28
7.27
7.27
7.25

Percentages of the Initial Certificate Balance
of the Class A-4 Certificates at the Specified CPRS
0% CPR During Lock-Out, Defeasance, Yield Maintenance and
Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
97
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.82
9.79
9.76
9.72
9.53

S-210




Percentages of the Initial Certificate Balance
of the Class A-1A Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and
Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 99
%
99
%
99
%
98
%
86
%
December 2010 99
%
95
%
92
%
89
%
86
%
December 2011 75
%
75
%
75
%
75
%
75
%
December 2012 74
%
74
%
74
%
74
%
74
%
December 2013 74
%
74
%
74
%
74
%
74
%
December 2014 73
%
73
%
73
%
73
%
73
%
December 2015 72
%
72
%
71
%
71
%
69
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 8.51
8.43
8.36
8.26
8.04

Percentages of the Initial Certificate Balance
of the Class A-M Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and
Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.96
9.72

S-211




Percentages of the Initial Certificate Balance
of the Class A-J Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and
Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.97
9.72

Percentages of the Initial Certificate Balance
of the Class B Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.97
9.80

S-212




Percentages of the Initial Certificate Balance
of the Class C Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.97
9.80

Percentages of the Initial Certificate Balance
of the Class D Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.97
9.80

S-213




Percentages of the Initial Certificate Balance
of the Class E Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 9.97
9.97
9.97
9.97
9.80

Percentages of the Initial Certificate Balance
of the Class F Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December-2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 58
%
0
%
0
%
0
%
0
%
December 2017 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 10.02
9.97
9.97
9.97
9.80

S-214




Percentages of the Initial Certificate Balance
of the Class G Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Date 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
Initial 100
%
100
%
100
%
100
%
100
%
December 2007 100
%
100
%
100
%
100
%
100
%
December 2008 100
%
100
%
100
%
100
%
100
%
December 2009 100
%
100
%
100
%
100
%
100
%
December 2010 100
%
100
%
100
%
100
%
100
%
December 2011 100
%
100
%
100
%
100
%
100
%
December 2012 100
%
100
%
100
%
100
%
100
%
December 2013 100
%
100
%
100
%
100
%
100
%
December 2014 100
%
100
%
100
%
100
%
100
%
December 2015 100
%
100
%
100
%
100
%
100
%
December 2016 100
%
73
%
6
%
0
%
0
%
December 2017 and thereafter 0
%
0
%
0
%
0
%
0
%
Weighted Average Life (in years) 10.05
10.03
9.97
9.97
9.80

S-215




Certain Price/Yield Tables

The tables set forth below show the corporate bond equivalent (‘‘CBE’’) yield, weighted average life in years, first principal payment date and last principal payment date with respect to each Class of Offered Certificates (other than the Class XP Certificates) under the Modeling Assumptions.

The yields set forth in the following tables were calculated by determining the monthly discount rates which, when applied to the assumed stream of cash flows to be paid on each Class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows as of December 21, 2006 to equal the assumed purchase prices, plus accrued interest at the applicable Pass-Through Rate as stated on the cover of this prospectus supplement from and including December 1, to but excluding the Closing Date, and converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as reductions of the Certificate Balances of such Classes of Offered Certificates and consequently does not purport to reflect the return on any investment in such Classes of Offered Certificates when such reinvestment rates are considered. Purchase prices are interpreted as a percentage of the initial Certificate Balance of the specified Class and are exclusive of accrued interest.

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-1 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.2500% 5.02
%
5.01
%
5.00
%
5.00
%
4.99
%
100.1250% 5.07
%
5.06
%
5.05
%
5.05
%
5.05
%
100.0000% 5.12
%
5.11
%
5.11
%
5.11
%
5.11
%
99.8750% 5.16
%
5.16
%
5.16
%
5.16
%
5.16
%
99.7500% 5.21
%
5.21
%
5.22
%
5.22
%
5.22
%
Weighted Average Life (yrs) 3.01
2.65
2.55
2.50
2.43
   
 
 
 
 

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-2A Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment
Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.2500% 5.18
%
5.18
%
5.17
%
5.16
%
5.14
%
100.1250% 5.21
%
5.21
%
5.20
%
5.20
%
5.18
%
100.0000% 5.24
%
5.24
%
5.24
%
5.24
%
5.23
%
99.8750% 5.27
%
5.27
%
5.27
%
5.27
%
5.27
%
99.7500% 5.31
%
5.31
%
5.31
%
5.31
%
5.32
%
Weighted Average Life (yrs) 4.72
4.34
3.90
3.60
3.08

S-216




Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-2B Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance and Yield Maintenance—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.10
%
5.10
%
5.09
%
5.09
%
5.07
%
100.6250% 5.13
%
5.12
%
5.12
%
5.12
%
5.11
%
100.5000% 5.16
%
5.15
%
5.15
%
5.15
%
5.14
%
100.3750% 5.19
%
5.18
%
5.18
%
5.18
%
5.17
%
100.2500% 5.21
%
5.21
%
5.21
%
5.21
%
5.21
%
Weighted Average Life (yrs) 4.86
4.83
4.78
4.67
4.35

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-3 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.21
%
5.21
%
5.21
%
5.21
%
5.20
%
100.6250% 5.23
%
5.23
%
5.23
%
5.23
%
5.23
%
100.5000% 5.25
%
5.25
%
5.25
%
5.25
%
5.25
%
100.3750% 5.28
%
5.28
%
5.28
%
5.28
%
5.27
%
100.2500% 5.30
%
5.30
%
5.30
%
5.30
%
5.30
%
Weighted Average Life (yrs) 6.80
6.79
6.78
6.75
6.55

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-AB Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.20
%
5.20
%
5.20
%
5.20
%
5.20
%
100.6250% 5.22
%
5.22
%
5.22
%
5.22
%
5.22
%
100.5000% 5.24
%
5.24
%
5.24
%
5.24
%
5.24
%
100.3750% 5.26
%
5.26
%
5.26
%
5.26
%
5.26
%
100.2500% 5.28
%
5.28
%
5.28
%
5.28
%
5.28
%
Weighted Average Life (yrs) 7.29
7.28
7.27
7.27
7.25

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-4 Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.25
%
5.25
%
5.25
%
5.25
%
5.24
%
100.6250% 5.26
%
5.26
%
5.26
%
5.26
%
5.26
%
100.5000% 5.28
%
5.28
%
5.28
%
5.28
%
5.28
%
100.3750% 5.30
%
5.30
%
5.30
%
5.30
%
5.30
%
100.2500% 5.31
%
5.31
%
5.31
%
5.31
%
5.31
%
Weighted Average Life (yrs) 9.82
9.79
9.76
9.72
9.53

S-217




Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-1A Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.22
%
5.22
%
5.22
%
5.21
%
5.21
%
100.6250% 5.24
%
5.24
%
5.23
%
5.23
%
5.23
%
100.5000% 5.26
%
5.25
%
5.25
%
5.25
%
5.25
%
100.3750% 5.27
%
5.27
%
5.27
%
5.27
%
5.27
%
100.2500% 5.29
%
5.29
%
5.29
%
5.29
%
5.29
%
Weighted Average Life (yrs) 8.51
8.43
8.36
8.26
8.04

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-M Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.29
%
5.29
%
5.29
%
5.29
%
5.29
%
100.6250% 5.31
%
5.31
%
5.31
%
5.31
%
5.30
%
100.5000% 5.32
%
5.32
%
5.32
%
5.32
%
5.32
%
100.3750% 5.34
%
5.34
%
5.34
%
5.34
%
5.34
%
100.2500% 5.36
%
5.36
%
5.36
%
5.36
%
5.36
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.96
9.72

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class A-J Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.32
%
5.32
%
5.32
%
5.32
%
5.32
%
100.6250% 5.34
%
5.34
%
5.34
%
5.34
%
5.34
%
100.5000% 5.35
%
5.35
%
5.35
%
5.35
%
5.35
%
100.3750% 5.37
%
5.37
%
5.37
%
5.37
%
5.37
%
100.2500% 5.39
%
5.39
%
5.39
%
5.39
%
5.39
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.97
9.72

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class B Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.38
%
5.38
%
5.38
%
5.38
%
5.38
%
100.6250% 5.40
%
5.40
%
5.40
%
5.40
%
5.40
%
100.5000% 5.41
%
5.41
%
5.41
%
5.41
%
5.41
%
100.3750% 5.43
%
5.43
%
5.43
%
5.43
%
5.43
%
100.2500% 5.45
%
5.45
%
5.45
%
5.45
%
5.45
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.97
9.80

S-218




Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class C Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.40
%
5.40
%
5.40
%
5.40
%
5.40
%
100.6250% 5.42
%
5.42
%
5.42
%
5.42
%
5.42
%
100.5000% 5.43
%
5.43
%
5.43
%
5.43
%
5.43
%
100.3750% 5.45
%
5.45
%
5.45
%
5.45
%
5.45
%
100.2500% 5.47
%
5.47
%
5.47
%
5.47
%
5.47
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.97
9.80

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class D Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.44
%
5.44
%
5.44
%
5.44
%
5.44
%
100.6250% 5.46
%
5.46
%
5.46
%
5.46
%
5.46
%
100.5000% 5.47
%
5.47
%
5.47
%
5.47
%
5.47
%
100.3750% 5.49
%
5.49
%
5.49
%
5.49
%
5.49
%
100.2500% 5.51
%
5.51
%
5.51
%
5.51
%
5.51
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.97
9.80

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class E Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.46
%
5.46
%
5.46
%
5.46
%
5.46
%
100.6250% 5.48
%
5.48
%
5.48
%
5.48
%
5.48
%
100.5000% 5.49
%
5.49
%
5.49
%
5.49
%
5.49
%
100.3750% 5.51
%
5.51
%
5.51
%
5.51
%
5.51
%
100.2500% 5.53
%
5.53
%
5.53
%
5.53
%
5.53
%
Weighted Average Life (yrs) 9.97
9.97
9.97
9.97
9.80

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class F Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.48
%
5.48
%
5.48
%
5.48
%
5.48
%
100.6250% 5.50
%
5.50
%
5.50
%
5.50
%
5.50
%
100.5000% 5.51
%
5.51
%
5.51
%
5.51
%
5.51
%
100.3750% 5.53
%
5.53
%
5.53
%
5.53
%
5.53
%
100.2500% 5.55
%
5.55
%
5.55
%
5.55
%
5.55
%
Weighted Average Life (yrs) 10.02
9.97
9.97
9.97
9.80

S-219




Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class G Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
100.7500% 5.54
%
5.54
%
5.54
%
5.54
%
5.54
%
100.6250% 5.56
%
5.56
%
5.56
%
5.56
%
5.56
%
100.5000% 5.57
%
5.57
%
5.57
%
5.57
%
5.57
%
100.3750% 5.59
%
5.59
%
5.59
%
5.59
%
5.59
%
100.2500% 5.61
%
5.61
%
5.61
%
5.61
%
5.61
%
Weighted Average Life (yrs) 10.05
10.03
9.97
9.97
9.80

Weighted Average Life Yield Sensitivity of the Class XP Certificates

The yield to maturity of the Class XP Certificates will be especially sensitive to the prepayment, repurchase, default and loss experience on the Mortgage Loans, which prepayment, repurchase, default and loss experience may fluctuate significantly from time to time. A rapid rate of principal payments will have a material negative effect on the yield to maturity of the Class XP Certificates. There can be no assurance that the Mortgage Loans will prepay at any particular rate. Prospective investors in the class XP Certificates should fully consider the associated risks, including the risk that such investors may not fully recover their initial investment.

The following table indicates the sensitivity of the pre-tax yield to maturity on the Class XP Certificates to various CPR percentages on the Mortgage Loans by projecting the monthly aggregate payments of interest on the Class XP Certificates and computing the corresponding pre-tax yields to maturity on a corporate bond equivalent basis, based on the Modeling Assumptions. It was further assumed that the purchase price of the Class XP Certificates is as specified below interpreted as a percentage of the Initial Notional Balance (without accrued interest). Any differences between such assumptions and the actual characteristics and performance of the Mortgage Loans and of the Class XP Certificates may result in yields being different from those shown in such table. Discrepancies between assumed and actual characteristics and performance underscore the hypothetical nature of the table, which is provided only to give a general sense of the sensitivity of yields in varying prepayment scenarios.

The pre-tax yields set forth in the following table were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the Class XP Certificates, would cause the discounted present value of such assumed stream of cash flows as of December 21, 2006 to equal the assumed aggregate purchase price plus accrued interest at the initial Pass-Through Rates for the Class XP Certificates from and including December 1, 2006 to but excluding the Closing Date, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account shortfalls in the collection of interest due to prepayments (or other liquidations) of the Mortgage Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the Class XP Certificates (and accordingly does not purport to reflect the return on any investment in the Class XP Certificates when such reinvestment rates are considered).

Notwithstanding the assumed prepayment rates reflected in the following table, it is highly unlikely that the Mortgage Loans will be prepaid according to one particular pattern. For this reason, and because the timing of cash flows is critical to determining yields, the pre-tax yield to maturity on the Class XP Certificates is likely to differ from those shown in the following table, even if all of the Mortgage Loans prepay at the indicated CPR percentages over any given time period or over the entire life of the Certificates.

S-220




There can be no assurance that the Mortgage Loans will prepay in accordance with the Modeling Assumptions at any particular rate or that the yield on the Class XP Certificates will conform to the yields described herein. Investors are urged to make their investment decisions based on the determinations as to anticipated rates of prepayment under a variety of scenarios. Investors in the Class XP Certificates should fully consider the risk that a rapid rate of prepayments on the Mortgage Loans could result in the failure of such investors to fully recover their investments.

In addition, holders of the Class XP Certificates generally have rights to relatively larger portions of interest payments on Mortgage Loans with higher Mortgage Rates; thus, the yield on the Class XP Certificates will be materially and adversely affected if the Mortgage Loans with higher Mortgage Rates prepay faster than the Mortgage Loans with lower Mortgage Rates.

Pre-Tax Yield to Maturity (CBE), Weighted Average Life, First Principal Payment Date and
Last Principal Payment Date for the Class XP Certificates at the Specified CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance and Prepayment Premium—Otherwise at Indicated CPR


Assumed Price (in %) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
3.0000% 1.68
%
1.68
%
1.68
%
1.68
%
1.68
%
2.8750% 3.12
%
3.12
%
3.12
%
3.12
%
3.12
%
2.7500% 4.65
%
4.65
%
4.65
%
4.65
%
4.65
%
2.6250% 6.31
%
6.31
%
6.31
%
6.31
%
6.31
%
2.5000% 8.09
%
8.09
%
8.09
%
8.09
%
8.09
%
Weighted Average Life (yrs) 5.54
5.54
5.54
5.54
5.54

S-221




THE POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, to be dated as of December 1, 2006 (the ‘‘Pooling and Servicing Agreement’’), entered into by the Depositor, the Master Servicer, the Special Servicer and the Trustee.

Reference is made to the prospectus for important information in addition to that set forth in this prospectus supplement regarding the terms of the Pooling and Servicing Agreement and the terms and conditions of the Offered Certificates. The Trustee has informed the Depositor that it will provide to a prospective or actual holder of an Offered Certificate at the expense of the requesting party, upon written request, a copy (without exhibits) of the Pooling and Servicing Agreement. Requests should be addressed to LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and Trust Services (COMM 2006-C8).

Servicing of the Mortgage Loans; Collection of Payments

The Pooling and Servicing Agreement requires the Master Servicer and the Special Servicer (directly or through one or more sub-servicers, including Bank of America, which will act as primary servicer with respect to 73 of the mortgage loans, representing approximately 37.05% of the Initial Outstanding Pool Balance (or approximately 40.43% of the Initial Loan Group 1 Balance and approximately 21.17% of the Initial Loan Group 2 Balance) to diligently service and administer their respective Mortgage Loans (other than the EZ Storage Portfolio Loan, which will be serviced pursuant to the BACM Series 2006-6 Pooling and Servicing Agreement) and the Serviced Loan Combinations.

The Master Servicer and the Special Servicer are required to diligently service and administer the Mortgage Loans and the Serviced Loan Combinations, in the best interests of and for the benefit of the Certificateholders and, with respect to each Serviced Loan Combination, for the benefit of the holder of the related Serviced Companion Loan (as a collective whole, but giving due consideration to the subordinate nature of any related B Loan as determined by the Master Servicer or the Special Servicer, as applicable, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of the Pooling and Servicing Agreement, and the terms of the Mortgage Loans or Serviced Loan Combinations, as applicable, the terms of the related intercreditor agreement, if applicable, and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

•  the same manner in which, and with the same care, skill, prudence and diligence with which such servicer services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing mortgage loans for other third party portfolios or securitization trusts with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans, and the best interests of the Trust and the Certificateholders and, with respect to any Serviced Loan Combination, the holder of the related Serviced Companion Loan (as a collective whole, but giving due consideration to the subordinate nature of any related B Loan as determined by such servicer in its reasonable judgment); and
•  the same care, skill, prudence and diligence with which the such servicer services and administers commercial and multifamily mortgage loans owned, if any, by it with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans, and the best interests of the Trust and the

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  Certificateholders and, with respect to any Serviced Loan Combination, the holder of the related Serviced Companion Loan (as a collective whole, but giving due consideration to the subordinate nature of any related B Loan as determined by such servicer in its reasonable judgment) but without regard to:

(A)    any relationship that such servicer or any affiliate of it, may have with the related borrower, any Mortgage Loan Seller, any other party to the Pooling and Servicing Agreement or any affiliate of any of the foregoing;

(B)    the ownership of any Certificate, any Non-Serviced Mortgage Loan or any Serviced Companion Loan by such servicer or any affiliate of it;

(C)    the Master Servicer’s obligation to make Advances;

(D)    such servicer’s right to receive compensation for its services under the Pooling and Servicing Agreement or with respect to any particular transaction;

(E)    the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by such servicer or any affiliate of such servicer, as applicable;

(F)    any debt that such servicer or any affiliate of such servicer, as applicable, has extended to any borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing); and

(G)    any obligation of the Master Servicer, or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (the foregoing, collectively referred to as the ‘‘Servicing Standard’’).

For a description of the servicing of the EZ Storage Portfolio Loan see ‘‘—Servicing of the Non-Serviced Mortgage Loan’’ below and ‘‘Description of the Mortgage Pool—Split Loan Structures—The EZ Storage Portfolio Loan Combination’’ in this prospectus supplement.

The Master Servicer and the Special Servicer are permitted, at their own expense, to employ subservicers, agents or attorneys in performing any of their respective obligations under the Pooling and Servicing Agreement, but will not thereby be relieved of any such obligation, and will be responsible for the acts and omissions of any such subservicers, agents or attorneys. The Pooling and Servicing Agreement provides, however, that neither the Master Servicer, the Special Servicer nor any of their respective directors, officers, employees, members, managers or agents will have any liability to the Trust or the Certificateholders for taking any action or refraining from taking an action in good faith, or for errors in judgment. The foregoing provision would not protect either of the Master Servicer or the Special Servicer for the breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of its reckless disregard of obligations or duties under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer, as applicable, to make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than with respect to the Non-Serviced Mortgage Loan) and the Serviced Loan Combinations, to the extent such procedures are consistent with the Servicing Standard. Consistent with the above, the Master Servicer or the Special Servicer may, in its discretion, waive any late payment fee in connection with any delinquent Monthly Payment or Balloon Payment with respect to any Mortgage Loan.

Advances

The Master Servicer will be obligated to advance, on the business day immediately preceding a Distribution Date (the ‘‘Master Servicer Remittance Date’’) an amount (each such amount, a ‘‘P&I Advance’’) equal to the amount not received in respect of the Monthly Payment or Assumed Monthly Payment (with interest at the Net Mortgage Pass-Through Rate

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plus the Trustee Fee Rate) on a Mortgage Loan that was delinquent as of the close of business on the immediately preceding Due Date and which delinquent payment has not been received as of the business day immediately preceding the Master Servicer Remittance Date, or, in the event of a default in the payment of amounts due on the maturity date of a Mortgage Loan, the amount equal to the Monthly Payment or portion thereof or the Assumed Monthly Payment not received that was due prior to the maturity date; provided, however, that the Master Servicer will not be required to make an Advance to the extent it determines that such Advance would not be ultimately recoverable from collections on the related Mortgage Loan as described below. In addition, the Master Servicer will not make an Advance to the extent that it has received written notice that the Special Servicer determines that such Advance would not be ultimately recoverable from collections on the related Mortgage Loan. P&I Advances made in respect of Mortgage Loans which have a grace period that expires after the Determination Date will not begin to accrue interest until the day succeeding the expiration date of any applicable grace period; provided that if such P&I Advance is not reimbursed from collections received by the related borrower by the end of the applicable grace period, interest on such Advance will accrue from the date such Advance is made.

P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the Certificates entitled thereto, rather than to guarantee or insure against losses. Neither the Master Servicer nor the Trustee will be required or permitted to make a P&I Advance for Default Interest or Balloon Payments. The Special Servicer will not be required or permitted to make any P&I Advance. The amount required to be advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments on a Mortgage Loan that has been subject to an Appraisal Reduction Event will equal the product of (a) the amount that would be required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction Event and (b) a fraction, the numerator of which is the Stated Principal Balance of the Mortgage Loan (as of the last day of the related Collection Period) less any Appraisal Reduction Amounts allocable to such Mortgage Loan and the denominator of which is the Stated Principal Balance (as of the last day of the related Collection Period).

With respect to the EZ Storage Portfolio Loan, the Master Servicer will be required (subject to the second succeeding sentence below) to make its determination that it has made a nonrecoverable P&I Advance on such Mortgage Loan or that any proposed P&I Advance, if made, would constitute a nonrecoverable P&I Advance with respect to such Mortgage Loan independently of any determination made by the servicer with respect to a commercial mortgage securitization holding one of the related Pari Passu Companion Loans. If the Master Servicer determines that a proposed P&I Advance with respect to the EZ Storage Portfolio Loan, if made, or any outstanding P&I Advance with respect to such Mortgage Loan previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer will be required to provide the servicer of each securitization that holds a related Pari Passu Companion Loan written notice of such determination within one business day of the date of such determination. If the Master Servicer receives written notice from any such servicer that it has determined, with respect to the related Pari Passu Companion Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, then such determination will generally be binding on the Certificateholders and neither the Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the related Mortgage Loan unless the Master Servicer has consulted with the other servicers of the related securitizations and they agree that circumstances with respect to such Loan Combination have changed such that a proposed P&I Advance in respect of the related Mortgage Loan would be recoverable; provided, however, that such determination will not be so binding on the Certificateholders, the Master Servicer or the Trustee in the event that the servicer that made such determination is not approved as a master servicer by each of the Rating Agencies. Notwithstanding the foregoing, if the servicer of a Pari Passu Companion Loan related to a Mortgage Loan discussed in this paragraph determines that any advance of principal and/or interest with

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respect to such related Pari Passu Companion Loan would be recoverable, then the Master Servicer will continue to have the discretion to determine that any proposed P&I Advance or outstanding P&I Advance would be, or is, as applicable, a nonrecoverable P&I Advance. Once such a nonrecoverability determination is made by the Master Servicer or the Master Servicer receives written notice of such nonrecoverability determination by any of the other servicers, neither the Master Servicer nor the Trustee will be permitted to make any additional P&I Advances with respect to the related Mortgage Loan except as set forth in this paragraph.

With respect to each Mortgage Loan that is part of a Loan Combination, the Master Servicer will be entitled to reimbursement for a P&I Advance that becomes nonrecoverable first, from the proceeds of the related Mortgage Loan, and then, from general collections of the Trust either immediately or, if it elects, over time in accordance with the terms of the Pooling and Servicing Agreement; provided that in the case of a Mortgage Loan with a related B Loan, reimbursement for a P&I Advance on the Mortgage Loan will be made first from amounts collected on the related B Loan.

Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any Companion Loan.

In addition to P&I Advances, the Master Servicer will also be obligated (subject to the limitations described herein and except with respect to the Non-Serviced Mortgage Loan) to make advances (‘‘Property Advances,’’ and together with P&I Advances, ‘‘Advances’’) to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of the related Mortgage, enforce the terms of any Mortgage Loan or to protect, manage and maintain each related Mortgaged Property other than with respect to the Mortgaged Property securing the Non-Serviced Mortgage Loan. In addition if the Special Servicer requests that the Master Servicer make a Property Advance and such Master Servicer fails to make such advance within two business days, then the Special Servicer may make such Property Advance on an emergency basis with respect to the Specially Serviced Mortgage Loans or REO Loans. The Master Servicer will also be obligated to make Property Advances with respect to the Serviced Loan Combinations.

The BACM Series 2006-6 Servicer is obligated to make property advances with respect to the EZ Storage Portfolio Loan.

With respect to a nonrecoverable property advance on the EZ Storage Portfolio Loan Combination, the applicable servicer under the pooling and servicing agreement governing the Non-Serviced Mortgage Loan will be entitled to reimbursement first from collections on, and proceeds of, the Non-Serviced Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then with respect to the Non-Serviced Mortgage Loan from general collections of the Trust and with respect to any related Pari Passu Companion Loan, from general collections of each trust into which such Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance).

With respect to a nonrecoverable Property Advance on each of the Serviced Loan Combinations with Pari Passu Companion Loans, the Master Servicer will be entitled to reimbursement first from collections on, and proceeds of, the related Mortgage Loan and any related Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and second, and then from general collections of the Trust and with respect to any related Pari Passu Companion Loan, from general collections of each trust into which such Pari Passu Companion Loan has been deposited, on a pro rata basis (based on each such loan’s outstanding principal balance).

With respect to a nonrecoverable Property Advance on each of the Serviced Loan Combinations with a related B Loan, the Master Servicer will be entitled to reimbursement first from collections on, and proceeds of, the related B Loan and second, from collections on, and proceeds of, the related Mortgage Loan and then from general collections of the Trust.

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To the extent that the Master Servicer fails to make an Advance it is required to make under the Pooling and Servicing Agreement, the Trustee, subject to a recoverability determination, will make such required Advance pursuant to the terms of the Pooling and Servicing Agreement. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer and shall be bound by any nonrecoverability determination of the Special Servicer. The Trustee, as back-up advancer, will be required to have a combined capital and surplus of at least $50,000,000 and have debt ratings that satisfy certain criteria set forth in the Pooling and Servicing Agreement.

The Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled to reimbursement for any Advance made by it in an amount equal to the amount of such Advance, together with all accrued and unpaid interest on that Advance, (i) from late payments on the related Mortgage Loan by the borrower, (ii) from insurance proceeds, condemnation proceeds, liquidation proceeds from the sale of the related Specially Serviced Mortgage Loan or the related Mortgaged Property or other collections relating to the Mortgage Loan or (iii) upon determining in accordance with the Servicing Standard (with respect to the Master Servicer) or in its reasonable judgment (with respect to the Trustee) that the Advance is not recoverable in the manner described in the preceding two clauses, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to Loan Combinations).

The Master Servicer, the Special Servicer and the Trustee will each be entitled to receive interest on Advances at a per annum rate equal to the Prime Rate (the ‘‘Advance Rate’’) (i) from the amount of Default Interest on the related Mortgage Loan paid by the borrower, (ii) from late payment fees on the related Mortgage Loan paid by the borrower, and (iii) upon determining in good faith that the amounts described in the preceding two clauses are insufficient to pay such interest, then, from any other amounts from time to time on deposit in the Collection Account (except as provided in this section with respect to Loan Combinations). The Master Servicer will be authorized to pay itself, the Special Servicer or the Trustee, as applicable, such interest monthly prior to any payment to holders of Certificates, provided that no interest shall accrue and be payable on any P&I Advances until the grace period for a late payment by the underlying borrower has expired. If the interest on such Advance is not recovered from Default Interest and late payment fees on such Mortgage Loan, a shortfall will result which will have the same effect as a Realized Loss. The ‘‘Prime Rate’’ is the rate, for any day, set forth as such in the ‘‘Money Rates’’ section of The Wall Street Journal, Eastern Edition.

The obligation of the Master Servicer or the Trustee, as applicable, to make Advances with respect to any Mortgage Loan pursuant to the Pooling and Servicing Agreement continues through the foreclosure of such Mortgage Loan and until the liquidation of the Mortgage Loan or disposition of the related REO Properties. The Advances are subject to the Master Servicer’s or the Trustee’s, as applicable, determination that such Advances are recoverable.

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Property Advance of such amounts would not be recoverable, the Master Servicer will be required to notify the Trustee and the Special Servicer of such determination. Upon receipt of such notice, the Special Servicer will be required to determine (with the reasonable assistance of the Master Servicer) whether or not payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Loan Combination, the holder of the related Serviced Companion Loan, as a collective whole). If the Special Servicer determines that such payment (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders (and in the case of a Serviced Loan Combination, the holder of the related Serviced Combination Loan, as a collective whole), the Special Servicer will be required to direct the Master Servicer to make

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such payment, who will then be required to make such payment from the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) to the extent of available funds.

Recovery of Advances.    Subject to the conditions or limitations set forth in the Pooling and Servicing Agreement, the Master Servicer, the Trustee or the Special Servicer, as applicable, will be entitled to recover any Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) as to which that Advance was made, whether in the form of late payments, insurance proceeds, and condemnation proceeds, liquidation proceeds, REO proceeds or otherwise from the Mortgage Loan or REO Loan (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, from any amounts collected in respect of such Serviced Loan Combination) (‘‘Related Proceeds’’) prior to distributions on the Certificates. Notwithstanding the foregoing, none of the Master Servicer, the Special Servicer or the Trustee will be obligated to make any Advance that it or the Special Servicer determines in its reasonable judgment would, if made, not be ultimately recoverable (including interest on the Advance at the Advance Rate) out of Related Proceeds (a ‘‘Nonrecoverable Advance’’). Any such determination with respect to the recoverability of Advances by either of the Master Servicer or the Special Servicer must be evidenced by an officer’s certificate delivered to the other and to the Depositor and the Trustee and, in the case of the Trustee, delivered to the Depositor, the Master Servicer and the Special Servicer, setting forth such nonrecoverability determination and the considerations of the Master Servicer, the Special Servicer or the Trustee, as the case may be, forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rents rolls, occupancy status, property inspections and other information used by the Master Servicer, the Trustee or the Special Servicer, as applicable, to make such determination, together with any existing Appraisal or Updated Appraisal); provided, however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer and the Trustee notice of such determination, together with the officer’s certificate and supporting information referred to above. Any such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.

Subject to the discussion in this section relating to Loan Combinations, each of the Master Servicer, the Special Servicer and the Trustee will be entitled to recover any Advance made by it that it subsequently determines to be a Nonrecoverable Advance out of general funds on deposit in the Collection Account (or, with respect to any Property Advance made with respect to a Serviced Loan Combination, first, out of general funds on deposit in the custodial account related to such Serviced Loan Combination and then, out of general funds on deposit in the Collection Account) in each case, first, from principal collections and then, from interest and other collections. If the funds in the Collection Account (or, with respect to a Serviced Loan Combination, the related custodial account) allocable to principal and available for distribution on the next Distribution Date are insufficient to fully reimburse the party entitled to reimbursement, then such party may elect, on a monthly basis, in its sole discretion, to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the Advance at the Advance Rate) for such time as is required to reimburse such excess portion from principal for a period not to exceed 12 months (provided, however, that any deferment over six months will require the consent of the Controlling Class Representative). At any time after such determination, the Master Servicer or the Trustee, 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 Nonrecoverable Advance over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes of Certificateholders will not constitute a violation of the Servicing Standard or a breach of the terms of the Pooling and Servicing Agreement by any party thereto, or a violation of any fiduciary duty owed by any

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party thereto to the Certificateholders. In addition, the Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan, REO Loan or Serviced Loan Combination, as applicable, is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a ‘‘Workout-Delayed Reimbursement Amount’’), first, only out of principal collections in the Collection Account (or, with respect to a Serviced Loan Combination, first out of principal collections in the related custodial account), less any amounts applied to reimbursement of any nonrecoverable Advances or interest thereon and second, only upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that either (a) such amounts will not ultimately be recoverable from late collections of interest and principal or any other recovery on or in respect of the related Mortgage Loan or REO Loan or (b) such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and the REO Properties, from general collections in the Collection Account, taking into account the factors listed below in making this determination. In making a nonrecoverability determination, such person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Property Advance or P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed and (ii) consider (among other things) the obligations of the borrower under the terms of the related Mortgage Loan (or the Serviced Loan Combination, as applicable) as it may have been modified, (iii) consider (among other things) the related Mortgaged Properties in their ‘‘as is’’ or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries. In addition, any such person may update or change its recoverability determinations at any time (but not reverse any other person’s determination that an Advance is non-recoverable) at any time and may obtain, at the expense of the Trust, any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination will be conclusive and binding on the Certificateholders and the holders of the Serviced Companion Loans. The Trustee will be entitled to rely conclusively on any nonrecoverability determination of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer will be entitled to rely conclusively on any nonrecoverability determination of the Special Servicer. Nonrecoverable Advances allocated to the Mortgage Loans (with respect to any Mortgage Loan that is part of a Loan Combination, as described above) will represent a portion of the losses to be borne by the Certificateholders.

In addition, the Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Advances. None of the Master Servicer, the Special Servicer or Trustee will be required to make any principal or interest advances with respect to delinquent amounts due on any Companion Loan. Any requirement of the Master Servicer or Trustee to make an Advance in 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.

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‘‘Unliquidated Advance’’ means any Advance previously made by a party to the Pooling and Servicing Agreement that has been previously reimbursed, as between the person that made the Advance under the Pooling and Servicing Agreement, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount, as applicable, but that has not been recovered from the related borrower or otherwise from collections on or the proceeds of the Mortgage Loan, the applicable Serviced Loan Combination or REO Property in respect of which the Advance was made.

Accounts

Collection Account.    The Master Servicer will establish and maintain one or more segregated accounts (collectively, the ‘‘Collection Account’’) pursuant to the Pooling and Servicing Agreement, and will be required to deposit into the Collection Account (or, with respect to each Serviced Loan Combination, a separate custodial account) all payments in respect of the Mortgage Loans, other than amounts permitted to be withheld by the Master Servicer or amounts to be deposited into any Reserve Account. Payments and collections received in respect of each Serviced Loan Combination will not be deposited into the Collection Account, but will be deposited into a separate custodial account (which may be a sub-account of the Collection Account). Payments and collections on each related Mortgage Loan will be transferred from such custodial account to the Collection Account no later than the business day preceding the related Distribution Date.

Distribution Accounts.    The Trustee will establish and maintain one or more segregated accounts (the ‘‘Distribution Account’’) in its own name for the benefit of the holders of the Certificates. With respect to each Distribution Date, the Master Servicer will remit on or before each Master Servicer Remittance Date to the Trustee, and the Trustee will deposit into the Distribution Account, to the extent of funds on deposit in the Collection Account, on the Master Servicer Remittance Date an aggregate amount of immediately available funds equal to the sum of (i) the Available Funds (including all P&I Advances) and (ii) the Trustee Fee. To the extent the Master Servicer fails to do so, the Trustee will deposit all P&I Advances into the Distribution Account as described herein. See ‘‘Description of the Offered Certificates— Distributions’’ in this prospectus supplement.

Interest Reserve Account.    The Trustee will establish and maintain an ‘‘Interest Reserve Account’’ in its own name for the benefit of the holders of the Certificates. With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January, which occurs in a year that is not a leap year, unless such Distribution Date is the final Distribution Date, there shall be deposited, in respect of each Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each, an amount equal to one day’s interest at the related Mortgage Rate (net of any Servicing Fee and Trustee Fee payable therefrom) on the respective Stated Principal Balance as of the immediately preceding Due Date, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, ‘‘Withheld Amounts’’). With respect to each Distribution Date occurring in March (or February if the related Distribution Date is the final Distribution Date), an amount is required to be withdrawn from the Interest Reserve Account in respect of each such Mortgage Loan equal to the related Withheld Amounts from the preceding January (if applicable) and February, if any, and deposited into the Distribution Account.

Excess Interest.    The Trustee is required to establish and maintain the ‘‘Grantor Trust Distribution Account’’ in its own name for the benefit of the Class T Certificateholders. On each Distribution Date, the Trustee is required to distribute from the Grantor Trust Distribution Account any Excess Interest received with respect to the Mortgage Loans during the related Collection Period to the holders of the Class T Certificates.

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‘‘Excess Interest’’ with respect to the ARD Loans is the interest accrued at an increased interest rate in respect of each ARD Loan after the Anticipated Repayment Date in excess of the interest accrued at the initial interest rate, plus any related interest, to the extent permitted by applicable law.

The Trustee will also establish and maintain one or more segregated accounts or sub-accounts as the ‘‘Lower-Tier Distribution Account,’’ the ‘‘Upper-Tier Distribution Account’’ and the ‘‘Excess Liquidation Proceeds Account,’’ each in its own name for the benefit of the holders of the Certificates.

The Collection Account, the separate custodial account for each Serviced Loan Combination, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Grantor Trust Distribution Account and the Excess Liquidation Proceeds Account will be held in the name of the Trustee (or the Master Servicer on behalf of the Trustee) on behalf of the holders of Certificates and, in the case of the Serviced Loan Combinations, the holder of the related Serviced Companion Loan and with respect to the Lower-Tier Distribution Account, for the benefit of the Trustee as the holder of the related uncertificated regular interests. Each of the Collection Account, the separate custodial account for each Serviced Loan Combination, any REO Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Grantor Trust Distribution Account and the Excess Liquidation Proceeds Account will be (or will be a sub-account of) either (i) (A) an account or accounts maintained with a depository institution or trust company the short-term unsecured debt obligations or commercial paper of which are rated at least ‘‘F-1’’ by Fitch and ‘‘P-1’’ by Moody’s, with respect to any custodial account related to a Serviced Loan Combination as to which commercial mortgage pass-through certificates backed by a Serviced Companion Loan have been issued (‘‘Companion Loan Securities’’) rated by Fitch or Moody’s, in the case of accounts in which deposits have a maturity of 30 days or less or, in the case of accounts in which deposits have a maturity of more than 30 days, the long-term unsecured debt obligations of which are rated at least ‘‘AA−’’ by Fitch and ‘‘Aa3’’ by Moody’s, with respect to any custodial account related to a Serviced Loan Combination that has Companion Loan Securities rated by Fitch or Moody’s or (B) as to which the Trustee has received written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that holding funds in such account would not cause any rating agency to qualify, withdraw or downgrade any of its then-current ratings on the Certificates or Companion Loan Securities or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution, is subject to regulations substantially similar to 12 C.F.R. Section 9.10(b) and subject to supervision or examination by federal and state authority, (iii) any other account that, as evidenced by a written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that such account would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates or Companion Loan Securities, which may be an account maintained with the Trustee or the Master Servicer, or (iv) with PNC Bank, National Association so long as PNC Bank, National Association’s long-term unsecured debt rating is at least ‘‘A1 from Moody’s and ‘‘A’’ from Fitch and its short-term unsecured debt rating is at least ‘‘P-1’’ from Moody’s (if the deposits are to be held in the account for more than 30 days) or PNC Bank, National Association’s short-term deposit or short-term unsecured debt rating is at least ‘‘P-1’’ from Moody’s or ‘‘F-1’’ from Fitch (if the deposits to be held in accounts for 30 days or less).

With respect to each of the accounts, the party that maintains such account (i.e., the Master Servicer, with respect to the Collection Account, the Trustee with respect to the Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds Account, and the Special Servicer with respect to any REO Account) shall be the party with the right and obligation to make disbursements from such account. The Trustee will have the right to invest the funds in the Distribution Account, the Grantor Trust Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, the Master Servicer will have

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the right to invest the funds in the Collection Account maintained by it and the Master Servicer will have the right to invest the funds in the separate custodial account for each Serviced Loan Combination and the Special Servicer will have the right to invest the funds in any REO Account, in each case, in certain short-term high quality investments maturing on the business day prior to the date such funds are required to be applied pursuant to the Pooling and Servicing Agreement. The Trustee, the Master Servicer or the Special Servicer (as applicable) will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds other than losses resulting from investments directed by or on behalf of a borrower or that result from the insolvency of any financial institution that was an eligible institution under the terms of the Pooling and Servicing Agreement in the month in which the loss occurred and at the time the investment was made. The transaction accounts and account activity conducted by the Master Servicer, Special Servicer or Trustee with respect to any account maintained by it will not be independently verified by any other person or entity. Cash in the Collection Account, any REO Account (except to the extent retained to pay certain expenses of maintaining REO Property), and Excess Liquidation Proceeds Account in any Collection Period will generally be disbursed on the next Distribution Date. Cash deposited in the Distribution Account and the Grantor Trust Distribution Account on any Master Servicer Remittance Date will generally be disbursed on the next Distribution Date. Cash in the Interest Reserve Account will be disbursed as described above under ‘‘—Interest Reserve Account.’’

The Master Servicer may make withdrawals from the Collection Account (and the separate custodial account for each Serviced Loan Combination), to the extent permitted and in the priorities provided in the Pooling and Servicing Agreement.

Enforcement of ‘‘Due-On-Sale’’ and ‘‘Due-On-Encumbrance’’ Clauses

Due-On-Sale Clauses.    In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of ‘‘due-on-sale’’ clauses (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the borrower or its owners), which by their terms (a) provide that the Mortgage Loans or Serviced Loan Combinations will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or the related borrower, (b) provide that the Mortgage Loans or Serviced Loan Combinations may not be assumed without the consent of the related lender in connection with any such sale or other transfer or (c) provide that such Mortgage Loans or Serviced Loan Combinations may be assumed or transferred without the consent of the lender provided certain conditions are satisfied. The Special Servicer will not be required to enforce any such due-on-sale clauses and in connection therewith will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such an assumption if (x) such provision is not exercisable under applicable law or the enforcement of such provision is reasonably likely to result in meritorious legal action by the borrower or (y) the Special Servicer determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Mortgage Rate), than would enforcement of such clause. If the Special Servicer determines that (i) granting such consent would be likely to result in a greater recovery, (ii) such provisions are not legally enforceable, or (iii) in the case of a Mortgage Loan described in clause (c) of this paragraph, that the conditions to sale or transfer have been satisfied, the Special Servicer is authorized to take or enter into an assumption agreement from or with the proposed transferee as obligor thereon, provided that (a) the credit status of the prospective transferee is in compliance with the Special Servicer’s regular commercial mortgage origination or servicing standards and criteria and the terms of the related Mortgage and (b) the Special Servicer has received written confirmation that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates from Fitch and Moody’s or the then current ratings assigned to the Companion Loan Securities by an applicable rating agency with respect to any Mortgage Loan that (together with any

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Mortgage Loans cross collateralized with such Mortgage Loan) represents one of the ten largest Mortgage Loans in the Trust (based on its Stated Principal Balance). To the extent not precluded by the Mortgage Loan Documents, the Special Servicer may not approve an assumption or substitution without requiring the related borrower to pay any fees owed to the rating agencies associated with the approval of such assumption or substitution. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Trust Fund and, (x) in the case of a Serviced Loan Combination with one or more related Pari Passu Companion Loans, such expense will be allocated to the holders of the Mortgage Loan and the related Pari Passu Companion Loans, based on each loan’s Stated Principal Balance and (y) in the case of a Serviced Loan Combination with a related B Loan, such expense will be allocated (i) first to the related B Loan (up to the full Stated Principal Balance thereof), and, then, (ii) to the holders of the Mortgage Loan. No assumption agreement may contain any terms that are different from any term of any Mortgage or related Note, except pursuant to the provisions described under ‘‘—Realization Upon Defaulted Mortgage Loans’’ and ‘‘—Modifications’’ in this prospectus supplement.

The Master Servicer must promptly forward any request for an assumption of a Mortgage Loan or Serviced Loan Combination to the Special Servicer and such request will be processed by the Special Servicer in the manner described in the preceding paragraph. In each case however, the Special Servicer will also be required to obtain the consent of the Directing Holder to any assumption or substitution (whether of a performing Mortgage Loan or a Specially Serviced Mortgage Loan), to the extent described in this prospectus supplement under ‘‘—Special Servicing.’’

Due-On-Encumbrance Clauses.    In most cases, the Mortgage Loans and Serviced Loan Combinations contain provisions in the nature of a ‘‘due-on-encumbrance’’ clause which by their terms (a) provide that the related Mortgage Loan or Serviced Loan Combination will (or may at the lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or the ownership interest of the borrower (including, unless specifically permitted, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), (b) require the consent of the related lender to the creation of any such lien or other encumbrance on the related Mortgaged Property (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners) or (c) provide that such Mortgaged Property may be further encumbered without the consent of the lender (including, without limitation, any mezzanine financing of the borrower or the Mortgaged Property or any sale or transfer of preferred equity in the borrower or its owners), provided certain conditions are satisfied. The Special Servicer will not be required to enforce such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate payments thereon or (ii) withhold its consent to such lien or encumbrance if the Special Servicer (A) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust or that in the case of a Mortgage Loan or Serviced Loan Combination described in clause (c) of this paragraph, that the conditions to further encumbrance have been satisfied and (B) receives prior written confirmation from Fitch and Moody’s that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Certificates and receives prior written confirmation from each applicable rating agency that the granting of such consent would not cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Companion Loan Securities; provided, that such confirmation will only be required with respect to any Mortgage Loan which (together with any Mortgage Loans cross collateralized with such Mortgage Loans) represent one of the ten largest Mortgage Loans in the Trust (based on its then Stated Principal Balance). To the extent not precluded by the Mortgage Loan Documents, the Special Servicer may not approve the creation of any lien or other encumbrance without requiring the related borrower to pay any fees owed to the rating agencies associated with the approval of

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such lien or encumbrance. However, in the event that the related borrower is required but fails to pay such fees, such fees will be an expense of the Trust Fund and (x) in the case of a Serviced Loan Combination with one or more related Pari Passu Companion Loans, such expense will be allocated to the holders of to the holders of the Mortgage Loan and the related Pari Passu Companion Loans, based on each loan’s Stated Principal Balance and (y) in the case of a Serviced Loan Combination with a related B Loan, such expense will be allocated (i) first to the related B Loan (up to the full Stated Principal Balance thereof), and, then, (ii) to the holders of the Mortgage Loan.

The Master Servicer must promptly forward any request for the waiver of any due-on-encumbrance clause of a Mortgage Loan or Serviced Loan Combination to the Special Servicer and such request will be processed by the Special Servicer in the manner described in the preceding paragraph. In each case however, the Special Servicer will be required to obtain the consent of the Directing Holder to any such waiver of a due-on-encumbrance clause (whether of a performing Mortgage Loan or a Specially Serviced Mortgage Loan), to the extent described in this prospectus supplement under ‘‘—Special Servicing.’’ See ‘‘Certain Legal Aspects of Mortgage Loans—Due-on-Sale and Due-on-Encumbrance Provisions’’ in the prospectus.

Neither the Master Servicer nor the Special Servicer will be responsible for enforcing a ‘‘due-on-sale’’ or a ‘‘due-on-encumbrance’’ clause with respect to any Non-Serviced Mortgage Loan.

Inspections

The Master Servicer (or with respect to any Specially Serviced Mortgage Loan and REO Property, the Special Servicer) is required to inspect or cause to be inspected (at the Master Servicer’s expense) each Mortgaged Property (other than the Mortgaged Property securing the Non-Serviced Mortgage Loan) serviced by it at such times and in such manner as is consistent with the Servicing Standard, but in any event is required to inspect each Mortgaged Property securing a Note, with a Stated Principal Balance (or in the case of a Note secured by more than one Mortgaged Property, having an allocated loan amount) of (a) $2,000,000 or more at least once every 12 months and (b) less than $2,000,000 at least once every 24 months, in each case commencing in 2007; provided, however, that if any Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable but in no event more than 60 days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Mortgage Loan; provided, further, that the Master Servicer will not be required to inspect a Mortgaged Property that has been inspected in the previous six months. The reasonable cost of each such inspection performed by the Special Servicer will be paid by the Master Servicer as a Property Advance or if such Property Advance would not be recoverable, as an expense of the Trust Fund. The Master Servicer or the Special Servicer, as applicable, will be required to prepare a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property and specifying the existence of any material vacancies in the Mortgaged Property, any sale, transfer or abandonment of the Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible material waste committed on the Mortgaged Property. Inspection of the Mortgaged Properties securing the Non-Serviced Mortgage Loan will be conducted by the other servicers appointed under, and done in accordance with the terms of, the pooling and servicing agreement governing the Non-Serviced Mortgage Loan.

Insurance Policies

In the case of each Mortgage Loan (but excluding any Mortgage Loan as to which the related Mortgaged Property has become an REO Property and the Non-Serviced Mortgage Loan), the Master Servicer will be required to use commercially reasonable efforts consistent

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with the Servicing Standard to cause the related borrower to maintain (including identifying the extent to which such borrower is maintaining insurance coverage and, if such borrower does not so maintain, the Master Servicer will be required to itself cause to be maintained) for the related Mortgaged Property:

(i)    except where the Mortgage Loan Documents permit a borrower to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance policy that does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement cost of the improvements securing the Mortgage Loan or the outstanding principal balance of the Mortgage Loan or the Serviced Loan Combination, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and

(ii)    all other insurance coverage as is required (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related Mortgage Loan Documents, provided, however, that:

(a)    the Master Servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless such insurance policy was in effect at the time of the origination of such Mortgage Loan or Serviced Loan Combination, as applicable, or was required by the related Mortgage Loan Documents and is available at commercially reasonable rates (and if the Master Servicer does not cause the borrower to maintain or itself maintains such earthquake or environmental insurance policy on any Mortgaged Property, the Special Servicer will have the right, but not the duty, to obtain (in accordance with the Servicing Standard), at the Trust’s expense, earthquake or environmental insurance on any REO Property so long as such insurance is available at commercially reasonable rates);

(b)    if and to the extent that any Mortgage Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite insurance coverage, the Master Servicer must (to the extent consistent with the Servicing Standard) require the related borrower to obtain the requisite insurance coverage from qualified insurers that meet the required ratings set forth in the Pooling and Servicing Agreement;

(c)    the Master Servicer will have no obligation beyond using their reasonable efforts consistent with the Servicing Standard to enforce those insurance requirements against any borrower; provided, however, that this will not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy as set forth in the Pooling and Servicing Agreement;

(d)    except as provided below, in no event will the Master Servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage that the Master Servicer has determined is either (A) not available at any rate or (B) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located (in each case, as determined by the Master Servicer in accordance with the Servicing Standard, not less frequently than annually, and, to the extent consistent with the Servicing Standard, the Master Servicer will be entitled to rely on insurance consultants, retained at its own expense, in making such determination);

(e)    to the extent the Master Servicer itself is required to maintain insurance that the borrower does not maintain, the Master Servicer will not be required to maintain insurance other than what is available on a force-placed basis at commercially reasonable rates, and only to the extent the Trustee as lender has an insurable interest thereon; and

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(f)    any explicit terrorism insurance requirements contained in the related Mortgage Loan Documents are required to be enforced by the Master Servicer in accordance with the Servicing Standard (unless the Special Servicer and the Directing Holder have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific requirements contained in the Mortgage Loan Documents) in writing of that provision in accordance with the Servicing Standard).

provided, however, that any determination by the Master Servicer that a particular type of insurance is not available at commercially reasonable rates will be subject to the approval of the Special Servicer and the Directing Holder; provided, further, that the Master Servicer will not be permitted to obtain insurance on a force-placed basis with respect to terrorism insurance without the consent of the Special Servicer and the Directing Holder; and, provided, further, that while approval is pending, the Master Servicer will not be in default or liable for any loss.

Notwithstanding the provisions described above, the Master Servicer, prior to availing itself of any limitation described in that clause with respect to any Mortgage Loan or Serviced Loan Combination, will be required to obtain the approval or disapproval of the Special Servicer and the Directing Holder (and, in connection therewith, the Special Servicer will be required to comply with any applicable provisions of the Pooling and Servicing Agreement described herein under ‘‘—Modifications’’ and ‘‘—Special Servicing’’). The Master Servicer will be entitled to conclusively rely on the determination of the Special Servicer.

In addition, you should assume that the Pooling and Servicing Agreement will prohibit the Master Servicer from making various determinations that it is otherwise authorized to make in connection with its efforts to maintain insurance or cause insurance to be maintained unless it obtains the consent of the Special Servicer and that the Special Servicer will not be permitted to consent to those determinations unless the Special Servicer has complied with any applicable provisions of the Pooling and Servicing Agreement described herein under ‘‘—Modifications’’ and ‘‘—Special Servicing.’’ The Pooling and Servicing Agreement may also provide for the Special Servicer to fulfill the duties otherwise imposed on the Master Servicer as described above with respect to a particular Mortgage Loan if the Special Servicer has a consent right described above and disapproves the proposed determination, or if certain other circumstances occur in connection with an insurance-related determination by the Master Servicer, with respect to that Mortgage Loan.

With respect to each REO Property, the Special Servicer will generally be required to use reasonable efforts, consistent with the Servicing Standard, to maintain with an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement (subject to the right of the Special Servicer to direct the Master Servicer to make a Property Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case the Master Servicer will be required to make that Property Advance (subject to the recoverability determination and Property Advance procedures described above under ‘‘—Advances’’ in this prospectus supplement) (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan or the Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Mortgage Loan Documents (unless such amount is not available or the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months. However, the Special Servicer will not be required in any event to maintain or obtain (or direct the Master Servicer to maintain or obtain) insurance coverage described in

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this paragraph beyond what is reasonably available at a cost customarily acceptable and consistent with the Servicing Standard. With respect to each Specially Serviced Mortgage Loan, the Special Servicer will be required to use commercially reasonable efforts to cause the related borrower to maintain the insurance set forth in clauses (a), (b) and/or (c) of this paragraph, as applicable, provided that if such borrower fails to maintain such insurance, the Special Servicer will be required to direct the Master Servicer to cause that coverage to be maintained under the Master Servicer’s force-placed insurance policy. In such case, the Master Servicer will be required to so cause that coverage to be maintained to the extent that the identified coverage is available under the Master Servicer’s existing force-placed policy.

If either (x) the Master Servicer or the Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than the Non-Serviced Mortgage Loan) and the Serviced Loan Combinations or REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (i) is obtained from an insurer meeting certain criteria set forth in the Pooling and Servicing Agreement, and (ii) provides protection equivalent to the individual policies otherwise required or (y) such Master Servicer or Special Servicer has long-term unsecured debt obligations that are rated not lower than ‘‘A’’ by Fitch and ‘‘A2’’ by Moody’s and ‘‘A’’ by S&P if any Companion Loan Security is rated by S&P and the Master Servicer or the Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then the Master Servicer or Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable. Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on any Mortgaged Property or REO Property thereunder a hazard insurance policy complying with the requirements described above, and there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).

The costs of the insurance premiums incurred by the Master Servicer or the Special Servicer may be recovered by the Master Servicer or the Special Servicer, as applicable, from reimbursements received from the related borrower or, if the borrower does not pay those amounts, as a Property Advance (to the extent that such Property Advances are recoverable advances) as set forth in the Pooling and Servicing Agreement. However, even if such Property Advance would be a nonrecoverable advance, the Master Servicer or the Special Servicer, as applicable, may make such payments using funds held in the Collection Account (or, with respect to a Serviced Loan Combination, the related separate custodial account) or may be permitted or required to make such Property Advance, subject to certain conditions set forth in the Pooling and Servicing Agreement.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans or Serviced Loan Combinations, nor will any Mortgage Loan be subject to FHA insurance.

Assignment of the Mortgage Loans

The Depositor will purchase the Mortgage Loans to be included in the Trust Fund on or before the Closing Date from the Mortgage Loan Sellers pursuant to four separate mortgage

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loan purchase agreements (the ‘‘Mortgage Loan Purchase Agreements’’). See ‘‘Description of the Mortgage Pool—The Mortgage Loan Sellers’’ in this prospectus supplement.

On the Closing Date, the Depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the Depositor’s rights and remedies against the Mortgage Loan Sellers in respect of breaches of representations and warranties regarding the Mortgage Loans, to the Trustee for the benefit of the holders of the Certificates. On or prior to the Closing Date, the Depositor will deliver to the custodian designated by the Trustee (the ‘‘Custodian’’), the Note and certain other documents and instruments (the ‘‘Mortgage Loan Documents’’) with respect to each Mortgage Loan. The Custodian will hold such documents in trust for the benefit of the holders of the Certificates. The Custodian is obligated to review certain documents for each Mortgage Loan within 90 days after the later of the Closing Date or actual receipt and report any missing documents or certain types of defects therein to the Depositor, the Master Servicer, the Special Servicer, the Controlling Class Representative and the related Mortgage Loan Seller. Each of the Mortgage Loan Sellers will retain a third party vendor (which may be the Trustee or the Custodian) to complete the assignment and recording of the related Mortgage Loan Documents to the Custodian. Each Mortgage Loan Seller will be required to effect (at its expense) the assignment and recordation of the related Mortgage Loan Documents until the assignment and recordation of all Mortgage Loan Documents has been completed.

With respect to any Mortgage which has been recorded in the name of MERS or its designee, no mortgage assignment in favor of the Trustee will be required to be recorded or delivered. Instead, the related Mortgage Loan Seller will be required to take all actions as are necessary to cause the Trustee to be shown as the owner of the related mortgage loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In accordance with the terms of the Pooling and Servicing Agreement (as defined in this prospectus supplement), the Trustee will review each mortgage file after the Closing Date (or after the Trustee’s receipt of any document permitted to be delivered after the Closing Date) to determine if any of the foregoing documents are missing.

Representations and Warranties; Repurchase; Substitution

In the Pooling and Servicing Agreement, the Depositor will assign to the Trustee for the benefit of Certificateholders the representations and warranties made by the Mortgage Loan Sellers to the Depositor in the Mortgage Loan Purchase Agreements.

Each of the Mortgage Loan Sellers will in its respective Mortgage Loan Purchase Agreement represent and warrant with respect to its respective Mortgage Loans, subject to certain exceptions set forth in its Mortgage Loan Purchase Agreement, as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally to the effect that:

(1)    the information set forth in the mortgage loan schedule attached to the applicable mortgage loan purchase agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) is complete, true and correct in all material respects as of the date of the related mortgage loan purchase agreement and as of the applicable Cut-off Date;

(2)    except with respect to any mortgage loan with a companion loan, each mortgage loan is a whole loan and not a participation interest in a mortgage loan. Immediately prior to the transfer to the depositor of the mortgage loans, the mortgage loan seller had good title to, and was the sole owner of, each mortgage loan. The mortgage loan seller has full right, power and authority to transfer and assign each of the mortgage loans to or at the direction of the depositor and has validly and effectively conveyed (or caused to be conveyed) to the Depositor or its designee all of the mortgage loan seller’s legal and beneficial interest in and to the mortgage loans free and clear of any and all pledges, liens, charges, security interests and/or other encumbrances. The sale of the mortgage

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loans to the Depositor or its designee does not require the seller to obtain any governmental or regulatory approval or consent that has not been obtained;

(3)    no scheduled payment of principal and interest under any mortgage loan was 30 days or more past due as of the applicable Cut-off Date, and no mortgage loan was 30 days or more delinquent in the 12-month period immediately preceding the applicable Cut-off Date;

(4)    the mortgage related to and delivered in connection with each mortgage loan constitutes a valid and, subject to certain exceptions described in paragraph 10 below, enforceable first priority lien upon the related mortgaged property, prior to all other liens and encumbrances, except for (a) the lien for current real estate taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related lender’s title insurance policy, (c) exceptions and exclusions specifically referred to in such lender’s title insurance policy, (d) other matters to which like properties are commonly subject, none of which matters referred to in clauses (b), (c) or (d), individually or in the aggregate, materially interferes with the security intended to be provided by such mortgage, the marketability or current use of the mortgaged property or the current ability of the mortgaged property to generate operating income sufficient to service the mortgage loan debt and (e) if such mortgage loan is cross-collateralized with any other mortgage loan, the lien of the mortgage for such other mortgage loan;

(5)    with respect to the mortgaged properties securing the mortgage loans that were the subject of an engineering report within 18 months prior to the applicable Cut-off Date, each mortgaged property is, to the applicable mortgage loan seller’s knowledge, free and clear of any damage (or adequate reserves therefor have been established or indemnities received) that would materially and adversely affect its value as security for the related mortgage loan, and with respect to the mortgaged properties securing the mortgage loans that were not the subject of an engineering report within 18 months prior to the applicable Cut-off Date, each mortgaged property is in good repair and condition and all building systems contained therein are in good working order (or adequate reserves therefor have been established) and each mortgaged property is free of structural defects, in each case, that would materially and adversely affect its value as security for the related mortgage loan as of the date hereof. The applicable mortgage loan seller has received no notice of the commencement of any proceeding for the condemnation of all or any material portion of any mortgaged property;

(6)    each mortgaged property is covered by an American Land Title Association (or an equivalent form of) lender’s title insurance policy, a marked-up title insurance commitment or pro forma (on which the required premium has been paid) which evidences such title insurance policy in the original principal amount of the related mortgage loan after all advances of principal. Each title policy insures that the related mortgage is a valid first priority lien on such mortgaged property, subject only to permitted encumbrances;

(7)    the proceeds of each mortgage loan have been fully disbursed and there is no obligation for future advances with respect thereto;

(8)    the mortgage note or mortgage for each mortgage loan, together with applicable state law, contains customary and enforceable provisions (subject to certain exceptions described in paragraph 10 below) such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related mortgaged property of the principal benefits of the security intended to be provided thereby;

(9)    (a)    with respect to the mortgaged properties securing the mortgage loans that were the subject of an environmental site assessment within 18 months prior to the applicable Cut-off Date, an environmental site assessment, or an update of a previous such report, was performed with respect to each mortgaged property in connection with

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the origination or the sale of the related mortgage loan, a report of each such assessment has been delivered to the depositor, and the applicable mortgage loan seller has no knowledge of any material and adverse environmental condition or circumstance affecting any mortgaged property that was not disclosed in such report; or (b) with respect to the mortgaged properties securing the mortgage loans that were not the subject of an environmental site assessment within 18 months prior to the applicable Cut-off Date, (i) no specified hazardous material is present on such mortgaged property such that (1) the value of such mortgaged property is materially and adversely affected or (2) under applicable federal, state or local law, (x) such hazardous material could be required to be eliminated at a cost materially and adversely affecting the value of the mortgaged property before such mortgaged property could be altered, renovated, demolished or transferred or (y) the presence of such hazardous material could (upon action by the appropriate governmental authorities) subject the owner of such mortgaged property, or the holders of a security interest therein, to liability for the cost of eliminating such hazardous material or the hazard created thereby at a cost materially and adversely affecting the value of the mortgaged property, and (ii) such mortgaged property is in material compliance with all applicable federal, state and local laws pertaining to such hazardous materials or environmental hazards, any noncompliance with such laws does not have a material adverse effect on the value of such mortgaged property and neither the applicable mortgage loan seller nor, to such mortgage loan seller’s knowledge, the related borrower or any current tenant thereon, has received any notice of violation or potential violation of any such law;

(10)    each mortgage note, mortgage and other agreement that evidences or secures such mortgage loan and was executed by or on behalf of the related borrower is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and there is no valid defense, counterclaim or right of offset or rescission available to the related borrower with respect to such mortgage note, mortgage or other agreement;

(11)    each mortgaged property is, and is required pursuant to the related mortgage to be, insured by a fire and extended perils insurance policy providing coverage against loss or damage sustained by reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles and smoke, and, to the extent required as of the date of origination by the originator of such mortgage loan consistent with its normal commercial mortgage lending practices, against other risks insured against by persons operating like properties in the locality of the mortgaged property in an amount not less than the lesser of the principal balance of the related mortgage loan and the replacement cost of the mortgaged property, and contains no provisions for a deduction for depreciation, and not less than the amount necessary to avoid the operation of any co-insurance provisions with respect to the mortgaged property;

(12)    as of the closing date, there are no delinquent or unpaid taxes, assessments (including assessments payable in future installments) or other outstanding charges affecting any mortgaged property that are or may become a lien of priority equal to or higher than the lien of the related mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest or penalties would be first payable thereon;

(13)    all escrow deposits and payments relating to each mortgage loan that are, as of the closing date, required to be deposited or paid have been so deposited or paid;

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(14)    each mortgage loan complied with all applicable usury laws in effect at its date of origination;

(15)    no mortgage loan is cross-collateralized or cross-defaulted with any loan other than one or more other mortgage loans included in the mortgage pool;

(16)    there exists no material event of default, breach, violation or event of acceleration (and, to the seller’s actual knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the mortgage loan, in any such case to the extent the same materially and adversely affects the value of the mortgage loan and the related mortgaged property; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the applicable mortgage loan seller;

(17)    based on due diligence considered reasonable by prudent commercial mortgage lenders in the lending area where the mortgaged property is located, the improvements located on or forming part of each mortgaged property comply with applicable zoning laws and ordinances, or is insured by a law and ordinance insurance policy, or constitute a legal nonconforming use or structure or, if any such improvement does not so comply, such non-compliance does not materially and adversely affect the value of the related mortgaged property, such value as determined by the appraisal performed at origination or in connection with the sale of the related mortgage loan by the applicable mortgage loan seller under the mortgage loan purchase agreement;

(18)    to the applicable mortgage loan seller’s knowledge, based on due diligence that it customarily performs in the origination of comparable mortgage loans, as of the date of origination of each mortgage loan or as of the date of the sale of the related mortgage loan by such mortgage loan seller under the mortgage loan purchase agreement, the related borrower was in possession of all material licenses, permits and franchises required by applicable law for the ownership and operation of the related mortgaged property as it was then operated;

(19)    each mortgage loan contains a ‘‘due-on-sale’’ clause, which provides for the acceleration of the payment of the unpaid principal balance of the mortgage loan if, without prior written consent of the holder of the mortgage, the property subject to the mortgage or any material portion thereof, or a controlling interest in the related borrower, is transferred, sold or encumbered; provided, however, that certain mortgage loans provide a mechanism for the assumption of the loan by a third party upon the borrower’s satisfaction of certain conditions precedent, and upon payment of a transfer fee, if any, or transfer of interests in the borrower or constituent entities of the borrower to a third party or parties related to the borrower upon the borrower’s satisfaction of certain conditions precedent; and

(20)    the borrower on each mortgage loan with a Cut-off Date principal balance in excess of $10 million, was, as of the origination of the mortgage loan, an entity, other than an individual, whose organizational documents provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the mortgaged properties securing the mortgage loans and prohibit it from engaging in any business unrelated to such mortgaged property or properties, and whose organizational documents further provide, or which entity represented in the related mortgage loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such mortgaged property or properties, or any indebtedness other than as permitted by the related mortgage(s) or the other related mortgage loan documents, that it has its own books and records and accounts separate and apart from any other person (other than a borrower for a mortgage

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loan that is cross-collateralized and cross-defaulted with the related mortgage loan), and that it holds itself out as a legal entity, separate and apart from any other person.

The Pooling and Servicing Agreement requires that the Custodian, the Master Servicer, the Special Servicer or the Trustee notify the Depositor, the affected Mortgage Loan Seller, the Controlling Class Representative, the Custodian, the Master Servicer, the Special Servicer and the Trustee, as applicable, upon its becoming aware of any failure to deliver Mortgage Loan Documents in a timely manner, any defect in the Mortgage Loan Documents (as described in the Pooling and Servicing Agreement) or any breach of any representation or warranty contained in the preceding paragraph that, in each case, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or any holders of the Certificates. Each of the Mortgage Loan Purchase Agreements provides that, with respect to any such Mortgage Loan, within 90 days following its receipt of such notice from the Master Servicer, the Special Servicer, the Trustee or the Custodian or, in the case of a breach or defect that would cause the Mortgage Loan not to be a ‘‘qualified mortgage’’ within the meaning of Section 860G(a)(3) of the Code, if earlier, its discovery of such breach or defect, the affected Mortgage Loan Seller must either (a) cure such breach or defect in all material respects, (b) repurchase such Mortgage Loan as well as, if such affected Mortgage Loan is a cross-collateralized Mortgage Loan and not otherwise un-crossed as set forth below, the other Mortgage Loan or Mortgage Loans in such cross-collateralized group (and such other Mortgage Loan or Mortgage Loans so repurchased will be deemed to be in breach of the representations and warranties by reason of its cross-collateralization with the affected Mortgage Loan) at an amount equal to the sum of (1) the outstanding principal balance of the Mortgage Loan or Mortgage Loans as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan or Mortgage Loans at the related Mortgage Rates in effect from time to time, to but not including the Due Date in the month of purchase, (3) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate and unpaid Special Servicing Fees and Workout Fees allocable to the Mortgage Loan or Mortgage Loans, (4) any payable Liquidation Fee, as specified below in ‘‘—Special Servicing—Special Servicing Compensation’’ and (5) all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor and the Trustee in respect of the defect or breach giving rise to the repurchase obligation, including any expenses arising out of the enforcement of the repurchase obligation (such price, the ‘‘Repurchase Price’’) or (c) substitute, within two years of the Closing Date, a Qualified Substitute Mortgage Loan (a ‘‘Replacement Mortgage Loan’’) for the affected Mortgage Loan (including any other Mortgage Loans which are cross-collateralized with such Mortgage Loan and are not otherwise un-crossed as described in clause (b) above and the immediately succeeding paragraph) (collectively, the ‘‘Removed Mortgage Loan’’) and pay any shortfall amount equal to the excess of the Repurchase Price of the Removed Mortgage Loan calculated as of the date of substitution over the Stated Principal Balance of the Qualified Substitute Mortgage Loan as of the date of substitution; provided, that the applicable Mortgage Loan Seller generally has an additional 90-day period (as set forth in the Pooling and Servicing Agreement) to cure the material defect or material breach if such material defect or material breach is not capable of being cured within the initial 90-day period, the Mortgage Loan Seller is diligently proceeding with that cure, and such material defect or material breach is not related to the Mortgage Loan not being a ‘‘qualified mortgage’’ within the meaning of Section 860G(a)(3) of the Code. In addition, the applicable Mortgage Loan Seller will have an additional 90 days to cure the material breach or material defect if the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such material breach or material defect and the failure to cure such material breach or material defect is solely the result of a delay in the return of documents from the local filing or recording authorities. See ‘‘The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses’’ in this prospectus supplement.

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If one or more (but not all) of a group of cross-collateralized Mortgage Loans is to be repurchased or substituted for by the related Mortgage Loan Seller as contemplated above, then, prior to such repurchase or substitution, the related Mortgage Loan Seller or its designee is required to use its reasonable efforts to prepare and have executed all documentation necessary to terminate the cross-collateralization between such Mortgage Loans; provided, that such Mortgage Loan Seller cannot effect such termination unless the Controlling Class Representative has consented in its sole discretion and the Trustee has received from the related Mortgage Loan Seller (i) an opinion of counsel to the effect that such termination would neither endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC nor result in the imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund and (ii) written confirmation from each rating agency that such termination would not cause the then-current ratings of the Certificates to be qualified, withdrawn or downgraded; and provided, further, that such Mortgage Loan Seller may, at its option and within the 90-day cure period described above (as the same may be extended), purchase or substitute for all such cross-collateralized Mortgage Loans in lieu of effecting a termination of the cross-collateralization. All costs and expenses incurred by the Trustee in connection with such termination are required to be included in the calculation of the Repurchase Price for the Mortgage Loan to be repurchased. If the cross-collateralization cannot be terminated as set forth above, then, for purposes of (i) determining the materiality of any breach or defect, as the case may be, and (ii) the application of remedies, the related cross-collateralized Mortgage Loans are required to be treated as a single Mortgage Loan.

Notwithstanding the foregoing, if there is a material breach or material defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan or cross-collateralized group of Mortgage Loans, the Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan or cross-collateralized group of Mortgage Loans if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan Documents and the Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not cause an adverse REMIC event to occur and (iii) each rating agency then rating the Certificates shall have provided written confirmation that such release would not cause the then-current ratings of the Certificates rated by it to be qualified, withdrawn or downgraded.

A ‘‘Qualified Substitute Mortgage Loan’’ is a Mortgage Loan that, among other things: (i) has a Stated Principal Balance of not more than the Stated Principal Balance of the related Removed Mortgage Loan, (ii) accrues interest at a rate of interest at least equal to that of the related Removed Mortgage Loan, (iii) has a remaining term to stated maturity of not greater than, and not more than two years less than, the remaining term to stated maturity of the related Removed Mortgage Loan, (iv) is approved by the Controlling Class Representative and (v) the Trustee has received prior confirmation in writing by each rating agency that such substitution will not in and of itself result in the withdrawal, downgrade, or qualification of the rating assigned by the rating agency to any Class of Certificates then rated by the rating agency.

The obligations of the Mortgage Loan Sellers to repurchase, substitute or cure described in the second, third and fourth preceding paragraphs constitute the sole remedies available to holders of Certificates or the Trustee for a document defect in the related mortgage file or a breach of a representation or warranty by a Mortgage Loan Seller with respect to an affected Mortgage Loan. None of the Master Servicer, the Special Servicer or the Trustee will be obligated to purchase or substitute a Mortgage Loan if a Mortgage Loan Seller defaults on its obligation to repurchase, substitute or cure, and no assurance can be given that a Mortgage Loan Seller will fulfill such obligations. If such obligation is not met as to a Mortgage Loan

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that is not a ‘‘qualified mortgage’’ within the meaning of Section 860G(a)(3) of the Code, the Upper-Tier REMIC or the Lower-Tier REMIC may fail to qualify to be treated as a REMIC for federal income tax purposes.

Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer

Each of the Master Servicer and the Special Servicer may assign its rights and delegate its duties and obligations under the Pooling and Servicing Agreement in connection with the sale or transfer of a substantial portion of its mortgage servicing or asset management portfolio, provided that certain conditions are satisfied, including obtaining written confirmation of each rating agency then rating any Certificates or Companion Loan Securities that such assignment or delegation in and of itself will not cause a qualification, withdrawal or downgrading of the then-current ratings assigned to the Certificates or Companion Loan Securities. The Pooling and Servicing Agreement provides that neither the Master Servicer nor the Special Servicer may otherwise resign from its obligations and duties as the Master Servicer or the Special Servicer thereunder, except upon either (a) the determination that performance of its duties is no longer permissible under applicable law and provided that such determination is evidenced by an opinion of counsel delivered to the Trustee or (b) the appointment of, and the acceptance of the appointment by, a successor and receipt by the Trustee of written confirmation from each rating agency then rating any Certificates or Companion Loan Securities that the resignation and appointment will not, in and of itself, cause a downgrade, withdrawal or qualification of the then-current rating assigned by such rating agency to any Class of Certificates or Companion Loan Securities. No such resignation may become effective until the Trustee or a successor Master Servicer or Special Servicer has assumed the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. The Trustee or any other successor Master Servicer or Special Servicer assuming the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement generally will be entitled to the compensation to which the Master Servicer or Special Servicer would have been entitled. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for such compensation, additional amounts payable to such successor Master Servicer or Special Servicer will be treated as Realized Losses.

The Pooling and Servicing Agreement also provides that none of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer or the Special Servicer will be under any liability to the Trust or the holders of Certificates for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement (including actions taken at the direction of the Directing Holder), or for errors in judgment; provided, however, that none of the Depositor, the Master Servicer or the Special Servicer or any director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer and the Special Servicer will be protected against any breach of its respective representations and warranties made in the Pooling and Servicing Agreement or any liability that would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Master Servicer or the Special Servicer, by reason of any specific liability imposed for a breach of the Servicing Standard) in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder. The Pooling and Servicing Agreement further provides that the Depositor, the Master Servicer and the Special Servicer and any director, officer, employee, member, manager or agent (including subservicers) of the Depositor, the Master Servicer and the Special Servicer will be entitled to indemnification by the Trust for any loss, liability or expense incurred in connection with any claim or legal action relating to the Pooling and Servicing Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties thereunder or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its directors,

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officers, members, managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. With respect to a Serviced Loan Combination, the expenses, costs and liabilities described in the preceding sentence above that relate to the applicable Loan Combination will be paid out of amounts on deposit in the separate custodial account maintained with respect to such Loan Combination (with respect to a Serviced Loan Combination (x) with one or more related Pari Passu Companion Loans, such expenses will be allocated to the related Mortgage Loan and any related Pari Passu Companion Loans on a pro rata basis (based on each such loan’s outstanding principal balance) and (y) with a related B Loan, such expenses will first be allocated to the related B Loan and then will be allocated to the related Mortgage Loan (except that with respect to the Mezz Cap Loan Combinations, such allocation to the related B Loan will only apply during the occurrence and continuance of a Material Default). If funds in the applicable custodial account relating to a Serviced Loan Combination are insufficient, then any deficiency will be paid from amounts on deposit in the Collection Account.

The Pooling and Servicing Agreement will also provide that the servicer, special servicer and trustee of the Non-Serviced Mortgage Loan, and any director, officer, employee or agent of any of them will be entitled to indemnification by the Trust Fund and held harmless against the Trust’s pro rata share of any liability or expense incurred in connection with any legal action or claim that relates to the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement or the Pooling and Servicing Agreement; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of its obligations or duties or by reason of negligent disregard of its obligations or duties under the BACM Series 2006-6 Pooling and Servicing Agreement.

In addition, the Pooling and Servicing Agreement provides that none of the Depositor, the Master Servicer or the Special Servicer will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Pooling and Servicing Agreement and which in its opinion does not expose it to any expense or liability. Each of the Depositor, the Master Servicer or the Special Servicer may, however, in its discretion undertake any such action that it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties thereto and the interests of the holders of Certificates and Companion Loan Securities, if applicable, thereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer and the Special Servicer will be entitled to be reimbursed therefor and to charge the Collection Account (or with respect to a Serviced Loan Combination, first from the related separate custodial account, as described in the second preceding paragraph, except that with respect to the Mezz Cap Loan Combinations, the Depositor will not be entitled to reimbursement).

The management, prosecution, defense and/or settlement of claims and litigation relating to any Mortgage Loan brought against the Trust or any party to the Pooling and Servicing Agreement will generally be handled by the Master Servicer and the Special Servicer; subject to certain rights of the Trustee to appear in any such action to which it is a named party and the rights of certain parties to the Pooling and Servicing Agreement to indemnification for certain costs or liabilities arising from such litigation, all as more specifically provided for in the Pooling and Servicing Agreement.

The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer or the Trustee under the Pooling and Servicing Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement and may, but is not obligated to, perform or cause a designee to perform any defaulted obligation of the Master Servicer or the Special Servicer or exercise any right of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement. In the event the Depositor undertakes any such action, it

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will be reimbursed by the Trust from the Collection Account (or with respect to a Serviced Loan Combination, to the extent such reimbursement is allocable to such Serviced Loan Combination, first from the related custodial account, except that with respect to the Mezz Cap Loan Combinations, the Depositor will not be entitled to reimbursement), to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. Any such action by the Depositor will not relieve the Master Servicer or the Special Servicer of its obligations under the Pooling and Servicing Agreement.

Any person into which the Master Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer or the Depositor is a party, or any person succeeding to the business of the Master Servicer, the Special Servicer or the Depositor, will be the successor of the Master Servicer, the Special Servicer or the Depositor under the Pooling and Servicing Agreement, and shall be deemed to have assumed all of the liabilities and obligations of the Master Servicer, the Special Servicer or the Depositor under the Pooling and Servicing Agreement if each of the rating agencies then rating any Certificates or Companion Loan Securities has confirmed in writing that such merger or consolidation or transfer of assets or succession, in and of itself, will not cause a downgrade, qualification or withdrawal of the then-current ratings assigned by such rating agency for any Class of Certificates or Companion Loan Securities.

Events of Default

‘‘Events of Default’’ under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation:

(a)    (i) any failure by the Master Servicer to make a required deposit to the Collection Account on the day such deposit was first required to be made, which failure is not remedied within one business day, or (ii) any failure by the Master Servicer to deposit into, or remit to the Trustee for deposit into, the Distribution Account any amount required to be so deposited or remitted (including any required P&I Advance, unless the Master Servicer determines that such P&I Advance would not be recoverable), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to the extent the Master Servicer does not timely make such remittances to the Trustee, the Master Servicer shall pay the Trustee for the account of the Trustee interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is actually made) or any failure by the Master Servicer to remit to any holder of a Serviced Companion Loan, as and when required by the Pooling and Servicing Agreement or the related intercreditor agreement, any amount required to be so remitted;

(b)    any failure by the Special Servicer to deposit into the REO Account on the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Collection Account (or, in the case of a Serviced Loan Combination, the related custodial account) any such remittance required to be made, under the Pooling and Servicing Agreement; provided, however, that the failure of the Special Servicer to remit such remittance to the Master Servicer will not be an Event of Default if such failure is remedied within one business day and if the Special Servicer has compensated the Master Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimbursed the Trust for any resulting advance interest due to the Master Servicer;

(c)    any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (15 days in the case of the Master Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be

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force placed by the Master Servicer pursuant to the Pooling and Servicing Agreement or in any event such shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to the Pooling and Servicing Agreement, by the Certificateholders of any Class, evidencing, as to that Class, Percentage Interests aggregating not less than 25% or by a holder of a Serviced Companion Loan, if affected, provided, however, if that failure (other than the failure to provide reports and items specified under ‘‘Description of the Pooling Agreements—Evidence as to Compliance’’ in the prospectus on the first date on which such reports and items are required to be provided) is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing that cure, that 30 or 45-day period, as applicable, will be extended an additional 30 days;

(d)    any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement which materially and adversely affects the interests of any Class of Certificateholders or holders of a Serviced Companion Loan and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by the holders of Certificates of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% or by a holder of a Serviced Companion Loan, if affected; provided, however, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e)    certain events of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;

(f)    a servicing officer of the Master Servicer or Special Servicer, as applicable, obtains actual knowledge that Fitch or Moody’s has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Companion Loan Securities, or (ii) has placed one or more Classes of Certificates or Companion Loan Securities on ‘‘watch status’’ in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or ‘‘watch status’’ placement shall not have been withdrawn by Fitch or Moody’s within 60 days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), cited servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action;

(g)    if any Companion Loan Securities are rated by S&P, the Master Servicer or Special Servicer has been removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as the case may be; and

(h)    the Master Servicer or Special Servicer shall fail to deliver any Exchange Act reporting items required to be delivered by such servicer under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace period (but that with respect to any primary servicer, sub-servicer or servicing function participant (as more specifically defined in the Pooling and Servicing Agreement) (such entity, the ‘‘Sub-Servicing Entity’’) retained by the Master Servicer or Special Servicer (but excluding one which the Master Servicer has been directed to retain

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by a Sponsor or Mortgage Loan Seller) the Sub-Servicing Entity will be terminated if it defaults in accordance with the provision of this clause (h) and the Master Servicer or Special Servicer will be required to provide the reports required by the Sub-Servicing Entity and if the Master Servicer or Special Servicer fails to do so it shall be an event of default with respect to the Master Servicer or Special Servicer.

Rights Upon Event of Default

If an Event of Default with respect to the Master Servicer or the Special Servicer, as applicable, occurs, then the Trustee may, and (i) at the written direction of the holders of Certificates evidencing at least 51% of the aggregate Voting Rights of all Certificateholders or (ii) at the written direction of the Depositor with respect to an Event of Default under clause (h) above, the Trustee will be required to, terminate all of the rights (other than certain rights to indemnification and compensation as provided in the Pooling and Servicing Agreement) and obligations of the Master Servicer as master servicer or the Special Servicer as special servicer under the Pooling and Servicing Agreement and in and to the Trust. Notwithstanding the foregoing, upon any termination of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer, as applicable, will continue to be entitled to receive all accrued and unpaid servicing compensation through the date of termination plus reimbursement for all Advances and interest thereon as provided in the Pooling and Servicing Agreement. In the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated, then the Master Servicer will also be terminated as Special Servicer. Except for the Directing Holder’s right to terminate the Special Servicer, as described in this prospectus supplement, a Certificateholder may not terminate the Master Servicer or Special Servicer if an Event of Default with respect to the Master Servicer or Special Servicer only affects a holder of a Serviced Companion Loan but does not affect a Certificateholder.

On and after the date of termination following an Event of Default by the Master Servicer or the Special Servicer, the Trustee will succeed to all authority and power of the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement (and any sub-servicing agreements) and generally will be entitled to the compensation arrangements to which the Master Servicer or the Special Servicer, as applicable, would have been entitled. If the Trustee is unwilling or unable so to act, or if the holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificateholders so request, or if the Trustee is not an ‘‘approved’’ servicer by any of the rating agencies for mortgage pools similar to the one held by the Trust, the Trustee must appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution the appointment of which will not result in the downgrading, qualification or withdrawal of the rating or ratings then assigned to any Class of Certificates or Companion Loan Securities, as evidenced in writing by each rating agency then rating such Certificates or Companion Loan Securities, to act as successor to the Master Servicer or the Special Servicer, as applicable, under the Pooling and Servicing Agreement. Pending such appointment, the Trustee is obligated to act in such capacity. The Trustee and any such successor may agree upon the servicing compensation to be paid; provided, however, that no such compensation may be in excess of that permitted to the terminated Master Servicer or Special Servicer, provided, further, that if no successor can be obtained to perform the obligations of the terminated Master Servicer or Special Servicer after consultation with the Directing Holder, additional amounts may be paid to such successor and such amounts in excess of that permitted the terminated Master Servicer or Special Servicer shall be treated as Realized Losses. All reasonable costs and expenses of the Trustee or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the mortgage files to the successor Master Servicer or Special Servicer and amending the Pooling and Servicing Agreement to reflect such succession are required to be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed

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the Trustee or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense is required to be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.

No Certificateholder or the holder of a Serviced Companion Loan, as applicable, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or the Mortgage Loans, unless, with respect to the Pooling and Servicing Agreement, such holder or the holder of such Serviced Companion Loan, as applicable, previously has given to the Trustee a written notice of a default under the Pooling and Servicing Agreement, and of the continuance thereof, and unless the holder of such Serviced Companion Loan or the holders of Certificates of any Class affected thereby evidencing Percentage Interests of at least 25% of such Class, as applicable, have made written request of the Trustee to institute such proceeding in its capacity as Trustee under the Pooling and Servicing Agreement and have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, failed or refused to institute such proceeding.

The Trustee will have no obligation to make any investigation of matters arising under the Pooling and Servicing Agreement or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of Certificates, unless such holders of Certificates shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

Amendment

The Pooling and Servicing Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee without the consent of any of the holders of Certificates or holders of any Serviced Companion Loans (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions therein to conform or be consistent with or in furtherance of the statements herein (or in the private placement memorandum relating to the non-offered Certificates) made with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions therein which may be defective or inconsistent with any other provisions therein; (iii) to amend any provision thereof to the extent necessary or desirable to maintain the rating or ratings then assigned to each Class of Certificates or Companion Loan Securities (provided, that such amendment does not adversely affect in any material respect the interests of any Certificateholder or holder of a Serviced Companion Loan not consenting thereto) and (iv) to amend or supplement a provision, or to supplement any provisions therein to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder or holder of a Serviced Companion Loan not consenting thereto, as evidenced in writing by an opinion of counsel or, if solely affecting any Certificateholder or holder of a Serviced Companion Loan, confirmation in writing from each rating agency then rating any Certificates or Companion Loan Securities that such amendment will not result in a qualification, withdrawal or downgrading of the then-current ratings assigned to the Certificates or Companion Loan Securities, as applicable. The Pooling and Servicing Agreement requires that no such amendment shall cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC.

The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the holders of Certificates evidencing at least 66% of the Percentage Interests of each Class of Certificates affected thereby and the holders of the Serviced Companion Loans affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the

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rights of the holders of Certificates; provided, however, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which are required to be distributed on any Certificate, without the consent of the holder of such Certificate, or which are required to be distributed to the holder of any Serviced Companion Loan, without the consent of the holder of such Serviced Companion Loan; (ii) alter the obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance or alter the Servicing Standard set forth in the Pooling and Servicing Agreement; (iii) change the percentages of Voting Rights or Percentage Interests of holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement; or (iv) amend the section in the Pooling and Servicing Agreement relating to the amendment of the Pooling and Servicing Agreement, in each case, without the consent of the holders of all Certificates representing all the Percentage Interests of the Class or Classes affected thereby and consent of the holder of any affected Serviced Companion Loans.

Evidence of Compliance

See ‘‘Description of the Pooling Agreements—Evidence of Compliance’’ in the prospectus for a description of certain provisions of the Pooling and Servicing Agreement requiring the Trustee, the Master Servicer, the Primary Servicer and Special Servicer to provide an annual certification regarding their compliance with the terms of the Pooling and Servicing Agreement, as well as an assessment of compliance with certain servicing criteria and an accountant’s attestation report with respect to such assessment. The Trustee, the Master Servicer, the Primary Servicer and Special Servicer that will be required to provide an annual certification and an assessment of compliance and accountant’s attestation report regarding their compliance with the terms of the Pooling and Servicing Agreement in this transaction are LaSalle Bank National Association, Midland Loan Services, Inc., Bank of America and LNR Partners, Inc.

Voting Rights

At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Certificates (the ‘‘Voting Rights’’) shall be allocated among the holders of the respective Classes of Regular Certificates (other than the Class X Certificates) in proportion to the Certificate Balances of their Certificates, and 2% of the Voting Rights shall be allocated pro rata, based on their respective Notional Balances at the time of determination, among the holders of the Class X Certificates. Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates.

Sale of Defaulted Mortgage Loans

The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a Mortgage Loan (other than the Non-Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan (or, in the case of a Balloon Loan, if a payment default has occurred with respect to the related Balloon Payment, then after a Servicing Transfer Event has occurred with respect to such Balloon Payment default), the Special Servicer to determine the fair value of such Mortgage Loan in accordance with the Servicing Standard. A ‘‘Defaulted Mortgage Loan’’ is a Mortgage Loan (other than the Non-Serviced Mortgage Loan) which is delinquent at least 60 days in respect of its Monthly Payments or more than 30 days delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage Loan or the Serviced Loan Combination. The Special Servicer will be required to recalculate, if necessary, from time to time, but not less often than every 90 days, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in

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accordance with the Servicing Standard. The Special Servicer will be permitted to retain, at the expense of the Trust Fund, an independent third party to assist the Special Servicer in determining such fair value and will be permitted to conclusively rely, to the extent it is reasonable to do so in accordance with the Servicing Standard, on the opinion of such third party in making such determination.

In the event a Mortgage Loan (other than the Non-Serviced Mortgage Loan) or a Serviced Loan Combination (and, with respect to a Loan Combination with a related B Loan, subject to the purchase option of the holder of the related B Loan, if any, and with respect to any Mortgage Loan whose borrower may have or may in the future incur mezzanine debt, subject to the purchase option of the holder of such mezzanine debt, if any) becomes a Defaulted Mortgage Loan, the Special Servicer and the Controlling Class Representative, in that order (only if the Controlling Class Representative or the Special Servicer, as applicable, is not an affiliate of the related Mortgage Loan Seller), will each have an assignable option to purchase the Defaulted Mortgage Loan from the Trust Fund (a ‘‘Purchase Option’’) at a price (the ‘‘Option Price’’) equal to (i) the outstanding principal balance of the Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such balance plus all related unreimbursed Property Advances and accrued and unpaid interest on such Advances, plus all related fees and expenses, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as determined by the Special Servicer, if the Special Servicer has made such fair value determination.

The Controlling Class Representative will also have a purchase option with respect to the Mall of America Loan, the EZ Storage Portfolio Loan and the Fortress/Ryan’s Portfolio Loan. For a description of the purchase option relating to the EZ Storage Portfolio Loan, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The Mall of America Loan Combination—Sale of Defaulted Mortgage Loan,’’ ’’Description of the Mortgage Pool—Split Loan Structures—The EZ Storage Portfolio Loan Combination—Sale of Defaulted Mortgage Loan’’ and ‘‘Description of the Mortgage Pool—Split Loan Structures—The Fortress/Ryan’s Portfolio Loan Combination—Sale of Defaulted Mortgage Loan’’ in this prospectus supplement.

With respect to the Mall of America Loan, the EZ Storage Portfolio Loan and the Fortress/Ryan’s Portfolio Loan, the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan and not any related Companion Loans.

With respect to the First City Tower Loan (subject to the rights of the holder of the related B Loan as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan Combination—Rights of the Holders of the First City Tower B Loan— Purchase Option’’ in this prospectus supplement), the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan (but not the related B Loan).

With respect to the Casual Male HQ Loan (subject to the rights of the holder of the related B Loan as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—The Casual Male HQ Loan Combination—Rights of the Holders of The Casual Male HQ B Loan— Purchase Option’’ in this prospectus supplement), the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan (but not the related B Loan).

With respect to the Mezz Cap Loans (subject to the rights of the holder of the related B Loan as described under ‘‘Description of the Mortgage Pool—Split Loan Structures Rights of the Holders of the Mezz Cap B Loans—Purchase Option’’ in this prospectus supplement), the party that exercises the foregoing Purchase Option will only be entitled to purchase the related Mortgage Loan (but not the related B Loan).

There can be no assurance that the Special Servicer’s fair value determination for any Defaulted Mortgage Loan will equal the amount that could have actually been realized in an

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open bid or will be equal to or greater than the amount that could have been realized through foreclosure or a workout of such Defaulted Mortgage Loan.

Except with respect to the Non-Serviced Mortgage Loan, unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised (or, with respect to the Serviced Loan Combinations with a related B Loan, a purchase option is exercised by the holder of the related B Loan), the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, as are consistent with the Servicing Standard, but the Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option.

If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related borrower’s cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition by, or on behalf of, the Trust Fund of title to the related Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout, (iv) a repurchase of a Defaulted Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan Seller’s breach of a representation or warranty with respect to such Defaulted Mortgage Loan or a document defect in the related mortgage file and (v) with respect to a Mortgage Loan that has a related B Loan, a purchase option is exercised by the holder of the related B Loan, if any, or with respect to any Mortgage Loan whose borrower has incurred mezzanine debt, a purchase option is exercised by the holder of the related mezzanine loan, if any. With respect to clause (v) of the preceding sentence, see ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan Combination—Rights of the Holders of The First City Tower B Loan—Purchase Option,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Casual Male HQ Loan Combination—Rights of the Holders of the Casual Male HQ B Loan—Purchase Option’’ and ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holders of the Mezz Cap B Loans—Purchase Option,’’ in this prospectus supplement. The purchase option for the Non-Serviced Mortgage Loan will terminate under similar circumstances described in clause (i) through (iv) of the second preceding sentence applicable to the pooling and servicing agreement that governs the Non-Serviced Mortgage Loan. In addition, the Purchase Option with respect to a Defaulted Mortgage Loan held by any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option.

If (a) a Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the Special Servicer or, if the Controlling Class Representative is affiliated with the Special Servicer, the Controlling Class Representative, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to an unaffiliated person) and (b) the Option Price is based on the Special Servicer’s determination of the fair value of the Defaulted Mortgage Loan, the Master Servicer will be required to determine, in accordance with the Servicing Standard, whether the Option Price represents a fair price. The Master Servicer will be required to retain, at the expense of the Trust Fund, an independent third party who is an MAI qualified appraiser or an independent third party that is of recognized standing having experience in evaluating the value of Defaulted Mortgage Loans in accordance with the Pooling and Servicing Agreement, to assist the Master Servicer to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making such determination and absent manifest error, the Master Servicer will be entitled to conclusively rely on the opinion of such person in accordance with the terms of the Pooling and Servicing Agreement.

In addition, certain of the mortgage loans are subject to a purchase option, upon certain events of default in favor of a mezzanine lender. Such option is exercisable at a par purchase price as set forth in the related intercreditor agreement; provided, that if such option is exercised within 90 days after the occurrence of the relevant default, such price shall not include payment of the Liquidation Fee.

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Realization Upon Defaulted Mortgage Loans

If a payment default or material non-monetary default on a Mortgage Loan (other than the Non-Serviced Mortgage Loan) has occurred or, in the Special Servicer’s judgment with the consent of the Directing Holder, a payment default or material non-monetary default is reasonably foreseeable, then, pursuant to the Pooling and Servicing Agreement, the Special Servicer, on behalf of the Trustee, may, in accordance with the terms and provisions of the Pooling and Servicing Agreement, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise. The Special Servicer is not permitted, however, to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the Trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a ‘‘mortgagee-in-possession’’ of, or to be an ‘‘owner’’ or an ‘‘operator’’ of such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Trust) and either:

(i)    such report indicates that (a) the Mortgaged Property is in compliance with applicable environmental laws and regulations and (b) there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or

(ii)    the Special Servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary to bring the Mortgaged Property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (i) above, would be in the best economic interest of the Trust.

Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the Trust will become liable for a material adverse environmental condition at the Mortgaged Property. However, there can be no assurance that the requirements of the Pooling and Servicing Agreement will effectively insulate the Trust from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the Trust, the Special Servicer, on behalf of the Trust, will be required to sell the Mortgaged Property prior to the close of the third calendar year following the year in which the Trust acquires such Mortgaged Property, unless (i) the Internal Revenue Service grants an extension of time to sell such property or (ii) the Trustee receives an opinion of independent counsel to the effect that the holding of the property by the Trust beyond such period will not result in the imposition of a tax on the Trust or cause the Trust (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing and any other tax-related limitations, the Special Servicer will generally be required to attempt to sell any Mortgaged Property so acquired on the same terms and conditions it would if it were the owner. If title to any Mortgaged Property is acquired by the Special Servicer on behalf of the Trust, the Special Servicer will also be required to ensure that the Mortgaged Property is administered so that it constitutes ‘‘foreclosure property’’ within the meaning of Code Section 860G(a)(8) at all times and that the sale of such property does not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B) with respect to such property. If the Trust acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Trust, generally will be required to retain an independent contractor

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to manage and operate such property. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage such Mortgaged Property as required under the Pooling and Servicing Agreement.

In general, the Special Servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its good faith and reasonable judgment and to the extent commercially feasible, maximize the Trust’s net after-tax proceeds from such property. After the Special Servicer reviews the operation of such property and consults with the Trustee to determine the Trust’s federal income tax reporting position with respect to income it is anticipated that the Trust would derive from such property, the Special Servicer could determine, pursuant to the Pooling and Servicing Agreement, that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of a tax on ‘‘net income from foreclosure property’’ within the meaning of the REMIC Regulations (such tax referred to herein as the ‘‘REO Tax’’). To the extent that income the Trust receives from an REO Property is subject to a tax on ‘‘net income from foreclosure property,’’ such income would be subject to federal tax at the highest marginal corporate tax rate (currently 35%). The determination as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. Any REO Tax imposed on the Trust’s income from an REO Property would reduce the amount available for distribution to Certificateholders. Certificateholders are advised to consult their own tax advisors regarding the possible imposition of the REO Tax in connection with the operation of commercial REO Properties by REMICs. The Special Servicer will be required to sell any REO Property acquired on behalf of the Trust within the time period and in the manner described above.

Under the Pooling and Servicing Agreement, the Special Servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, for the retention of revenues and insurance proceeds derived from each REO Property. The Special Servicer is required to use the funds in the REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relate to such REO Property. To the extent that amounts in the REO Account in respect of any REO Property are insufficient to make such payments, the Master Servicer is required to make a Property Advance, unless it determines such Property Advance would be nonrecoverable. Within one business day following the end of each Collection Period, the Special Servicer is required to deposit all amounts received in respect of each REO Property during such Collection Period, net of any amounts withdrawn to make any permitted disbursements, to the Collection Account, provided that the Special Servicer may retain in the REO Account permitted reserves.

Under the Pooling and Servicing Agreement, the Trustee is required to establish and maintain an Excess Liquidation Proceeds Account, in its own name for the benefit of the Certificateholders. Upon the disposition of any REO Property as described above, to the extent that Liquidation Proceeds (net of related liquidation expenses of such Mortgage Loan or Serviced Loan Combination or related REO Property) exceed the amount that would have been received if a principal payment and all other amounts due with respect to such Mortgage Loan and any related Serviced Companion Loans have been paid in full on the Due Date immediately following the date on which proceeds were received (such excess being ‘‘Excess Liquidation Proceeds’’), such amount will be deposited in the Excess Liquidation Proceeds Account for distribution as provided in the Pooling and Servicing Agreement.

Modifications

The Master Servicer or the Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive or defer interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing any Mortgage

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Loan (other than the Non-Serviced Mortgage Loan) or Serviced Loan Combination, and/or permit the release of the borrower on or any guarantor of any Mortgage Loan and/or permit any change in the management company or franchise with respect to any Mortgaged Property (each of the foregoing, a ‘‘Modification’’) without the consent of the Trustee or any Certificateholder (other than the Directing Holder), subject, however, to each of the following limitations, conditions and restrictions:

(i)    other than with respect to the waiver of late payment charges or waivers in connection with ‘‘due-on-sale’’ or ‘‘due-on-encumbrance’’ clauses in the Mortgage Loans or Serviced Loan Combinations, as described under the heading ‘‘—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Clauses’’ above, neither the Master Servicer nor the Special Servicer may agree to any modification, waiver or amendment of any term of, or take any of the other above referenced actions with respect to, any Mortgage Loan or Serviced Loan Combination that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, as applicable, in the Master Servicer’s or the Special Servicer’s, as applicable, good faith and reasonable judgment, would materially impair the security for such Mortgage Loan or Serviced Loan Combination or reduce the likelihood of timely payment of amounts due thereon or materially alter, substitute or increase the security for such Mortgage Loan (other than the alteration or construction of improvements thereon) or Serviced Loan Combination or any guarantee or other credit enhancement with respect thereto (other than the substitution of a similar commercially available credit enhancement contract), unless, with respect to a Specially Serviced Mortgage Loan, in the Special Servicer’s judgment, a material default on such Mortgage Loan or Serviced Loan Combination has occurred or a default in respect of payment on such Mortgage Loan or Serviced Loan Combination is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan, as a collective whole, on a present value basis than would liquidation;

(ii)    the Special Servicer may not extend the maturity of any Specially Serviced Mortgage Loan or Serviced Loan Combination to a date occurring later than the earlier of (A) (x) two years prior to the Rated Final Distribution Date and (y) with respect to a Serviced Loan Combination, the date that is the earlier of two years from the Rated Final Distribution Date or the ‘‘rated final distribution date’’ of the related Companion Loan Securities unless 100% of the holders of the related Companion Loan Securities have consented to such extension and (B) if the Specially Serviced Mortgage Loan is secured by a ground lease, the date 20 years prior to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease with the consent of the Directing Holder if the Special Servicer gives due consideration to the remaining term of the ground lease and such extension is in the best interest of Certificateholders and if a Serviced Companion Loan is involved, the holder of the related Serviced Companion Loan (as a collective whole));

(iii)    the Special Servicer may agree to or permit any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Loan Combination that is not in default or with respect to which default is not reasonably foreseeable subject to consultation with counsel, and, if the Special Servicer deems it necessary, an opinion of counsel delivered to the Trustee (at the expense of the related Borrower or such other person requesting such modification or, if such expense cannot be collected from the related Borrower or such other person, to be paid by the Master Servicer as a Servicing Advance) to the effect that the contemplated waiver, modification or amendment (A) would not be a ‘‘significant modification’’ of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (B) will not cause (x) any of the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or

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(y) any of the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to any tax under the REMIC provisions of the Code;

(iv)    neither the Master Servicer nor the Special Servicer may permit any borrower to add or substitute any collateral for an outstanding Mortgage Loan or Serviced Loan Combination, which collateral constitutes real property, unless (i) the Master Servicer or the Special Servicer, as applicable, has first determined in its good faith and reasonable judgment, based upon a Phase I environmental assessment (and such additional environmental testing as the Master Servicer or the Special Servicer, as applicable, deems necessary and appropriate), that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations and (ii) such addition/and or substitution would not result in the downgrade, qualification or withdrawal of the rating then assigned by any rating agency to any Class of Certificates or Companion Loan Securities; and

(v)    with limited exceptions, neither the Master Servicer nor the Special Servicer shall release any collateral securing an outstanding Mortgage Loan or Serviced Loan Combination;

provided that notwithstanding clauses (i) through (v) above, neither the Master Servicer nor the Special Servicer will be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a borrower if in its reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar.

The Special Servicer will have the right to consent to any Modification with regard to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Mortgage Loan (other than certain non-material Modifications, to which the Master Servicer may agree without consent of any other party), and the Special Servicer will also be required to obtain the consent of the Directing Holder to any such Modification, to the extent described in this prospectus supplement under ‘‘—Special Servicing.’’ The Special Servicer is also required to obtain the consent of the Directing Holder to any Modification with regard to any Specially Serviced Mortgage Loan to the extent described under ‘‘—Special Servicing—The Special Servicer’’ below.

The Special Servicer may, subject to the Servicing Standard and with the consent of the Directing Holder, extend the maturity of any Mortgage Loan or Serviced Loan Combination that is not, at the time of such extension, a Specially Serviced Mortgage Loan, in each case for up to two years (subject to a limit of a total of four years of extensions); provided that a default on a Balloon Payment with respect to the subject Mortgage Loan or Serviced Loan Combination has occurred.

Any modification, extension, waiver or amendment of the payment terms of a Serviced Loan Combination will be required to be structured so as to be consistent with the allocation and payment priorities in the related Mortgage Loan Documents and intercreditor agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Mortgage Loan Documents and intercreditor agreement.

Furthermore, with respect to the First City Tower Loan Combination, the Casual Male HQ Loan Combination and the Mezz Cap Loan Combinations, the rights of the Master Servicer and the Special Servicer to agree to certain Modifications are subject to the prior written consent of the holder of the related B Loan under the intercreditor agreement as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan Combination,’’ ‘‘Description of the Mortgage Pool—Split Loan Structures—The Casual Male HQ

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Loan Combination’’ and ‘‘Description of the Mortgage Pool—Split Loan Structures—Mezz Cap Loan Combinations’’provided, however, that notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer will not be required to take any action or refrain from taking any action which violates applicable law, the Servicing Standard, the Pooling and Servicing Agreement, the Mortgage Loan Documents or any related intercreditor agreement.

For any performing Mortgage Loan and any performing Loan Combination, and subject to the rights of the Special Servicer, Directing Holder and holders of the Serviced Companion Loan described above, as applicable, the Master Servicer, without the consent of the Special Servicer, will be responsible for any request by a Borrower for the consent or other appropriate action on the part of the lender with respect to:

(a)    approving routine leasing activity (subject to certain limitations with respect to subordination and non-disturbance agreements set forth in the Pooling and Servicing Agreement) with respect to any lease for less than the lesser of 15,000 square feet or 20% of the related Mortgaged Property;

(b)    approving any waiver affecting the timing of receipt of financial statements from any Borrower; provided that such financial statements are delivered no less than quarterly and within 60 days of the end of the calendar quarter;

(c)    approving annual budgets for the related Mortgaged Property; provided that no such budget (i) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (ii) provides for the payment of any material expenses to any affiliate of the Borrower (other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-off Date);

(d)    subject to other restrictions herein regarding Principal Prepayments, waiving any provision of a Mortgage Loan requiring a specified number of days notice prior to a Principal Prepayment;

(e)    approving modifications, consents or waivers (other than those specifically prohibited under this ‘‘—Modifications’’ section) in connection with a defeasance permitted by the terms of the related Mortgage Loan or Loan Combination if the Master Servicer receives an opinion of counsel (which opinion of counsel will be an expense of the Borrower) to the effect that such modification, waiver or consent would not cause any REMIC to fail to qualify as a REMIC under the Code or result in a ‘‘prohibited transaction’’ under the REMIC provisions of the Code;

(f)    approving consents with respect to non-material right-of-ways and non-material easements and consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such non-material rights-of-way or easements; and

(g)    any non-material modifications, waivers or amendments not provided for in clauses (a) through (f) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Mortgage Loan.

See also ‘‘—Special Servicing—The Special Servicer’’ below for a description of the Directing Holder’s rights with respect to reviewing and approving the Asset Status Report.

Optional Termination

The Special Servicer and, if the Special Servicer does not exercise its option, any holder of Certificates representing greater than 50% of the Percentage Interest of the then Controlling Class, and, if such holder does not exercise its option, the Master Servicer, will have the option to purchase all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust, and thereby effect termination of the Trust and early retirement of the then outstanding Certificates, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1% of the

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aggregate principal balance of such Mortgage Loans as of the Cut-off Date. Any such party may be an affiliate of the Sponsors, Depositor, Issuing Entity or other related party at the time it exercises such right. The purchase price payable upon the exercise of such option on such a Distribution Date will be an amount equal to the greater of (i) the sum of (A) 100% of the outstanding principal balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of principal); (B) the fair market value of all other property included in the Trust as of the last day of the month preceding such Distribution Date, as determined by an independent appraiser as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date; (C) all unpaid interest accrued on the outstanding principal balance of each Mortgage Loan (including any Mortgage Loans as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate (plus the Excess Rate, to the extent applicable) to the last day of the month preceding such Distribution Date (less any P&I Advances previously made on account of interest); and (D) unreimbursed Advances (with interest thereon), unpaid Servicing Fees and Trustee Fees and unpaid Trust expenses, and (ii) the aggregate fair market value of the Mortgage Loans and all other property acquired in respect of any Mortgage Loan in the Trust, on the last day of the month preceding such Distribution Date, as determined by an independent appraiser acceptable to the Master Servicer, together with one month’s interest thereon at the Mortgage Rate. The Trust may also be terminated in connection with an exchange by a sole remaining Certificateholder of all the then outstanding Certificates (excluding the Class T, Class R and Class LR Certificates), including the Class XS and Class XP Certificates (provided, however, that the Class A-1 through Class G Certificates are no longer outstanding), for the Mortgage Loans remaining in the Trust. Following such termination, no further amount shall be payable on the Certificates, regardless of whether any recoveries are received on the REO Properties.

Notice of any such termination is required to be given promptly by the Trustee by letter to the Certificateholders with a copy to the Master Servicer and each rating agency at their addresses shown in the Certificate Registrar as soon as practicable after the Trustee shall have received, given or been deemed to have received a Notice of Termination but in any event not more than 30 days, and not less than ten days, prior to the anticipated termination date. With respect to any book-entry Certificates, such notice will be mailed to DTC and beneficial owners of Certificates will be notified to the extent provided in the procedures of DTC and its participants.

Servicing Compensation and Payment of Expenses

Pursuant to the Pooling and Servicing Agreement, the Master Servicer will be entitled to withdraw the Master Servicing Fee from the Collection Account. The ‘‘Master Servicing Fee’’ will be payable monthly and will accrue at a rate per annum (the ‘‘Master Servicing Fee Rate’’) that is a component of the Servicing Fee Rate. The ‘‘Servicing Fee’’ will be payable monthly on a loan-by-loan basis and will accrue at a percentage rate per annum (the ‘‘Servicing Fee Rate’’) set forth on Annex A-1 to this prospectus supplement (under the heading ‘‘Administrative Fee Rate’’) for each Mortgage Loan and will include the Master Servicing Fee, the Trustee Fee and any fee for primary servicing functions (which varies with each Mortgage Loan) including the amounts paid to the BACM Series 2006-6 Servicer. The Master Servicing Fee will be retained by the Master Servicer from payments and collections (including insurance proceeds, condemnation proceeds and liquidation proceeds) in respect of each Mortgage Loan. The Master Servicer will also be entitled to retain as additional servicing compensation (together with the Master Servicing Fee, ‘‘Servicing Compensation’’) (i) all investment income earned on amounts on deposit in the Collection Account with respect to the Mortgage Loans that it is servicing (and with respect to each Serviced Loan Combination, the related separate custodial account) and certain Reserve Accounts (to the extent consistent with the related Mortgage Loan Documents), (ii) to the extent permitted by applicable law and the related Mortgage Loans Documents, 50% of any loan modification, extension and assumption fees (including any related application fees) (for as long as the Mortgage Loan is not a Specially Serviced

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Mortgage Loan at which point the Special Servicer will receive 100% of such fees), 100% of loan service transaction fees, beneficiary statement charges, or similar items (but not including Prepayment Premiums or Yield Maintenance Charges), (iii) Net Prepayment Interest Excess, if any, and (iv) Net Default Interest and any late payment fees that accrued during a Collection Period on any non-Specially Serviced Mortgage Loan to the extent collected by the Trust and remaining after application thereof to reimburse interest on Advances with respect to such Mortgage Loan and to reimburse the Trust for certain expenses of the Trust relating to such Mortgage Loan (other than Special Servicing Fees, Workout Fees and Liquidation Fees); provided, however, that with respect to (i) the First City Tower Loan Combination, the Casual Male HQ Loan Combination and the Mezz Cap Loan Combinations, generally following the occurrence of an event of default (or, in the case of the First City Tower Loan Combination, either a monetary event of default or non-monetary event of default that results in acceleration or a servicing transfer event) the related Net Default Interest shall be allocated sequentially to the Mortgage Loan and the related Companion Loan (after netting out interest on Advances and certain other Trust expenses) in accordance with the related intercreditor agreement and the Pooling and Servicing Agreement and (ii) with respect to the Mezz Cap Loan Combinations, assumption and similar fees will be allocated pro rata between the Mortgage Loan and the related Companion Loan in accordance with the related intercreditor agreement. In addition, provided that the Non-Serviced Mortgage Loan is not in special servicing, the Master Servicer will be entitled to any net default interest and any late payment fees collected by the servicer servicing the Non-Serviced Mortgage Loan that are allocated to the Non-Serviced Mortgage Loan (in accordance with the related intercreditor agreement and the related pooling and servicing agreement) during a collection period remaining after application thereof to reimburse interest on P&I Advances and to reimburse the Trust for certain expenses of the Trust, if applicable, as provided in the Pooling and Servicing Agreement. The Master Servicer will not be entitled to the amounts specified in clauses (ii) and (iii) of this paragraph with respect to the Non-Serviced Mortgage Loan. If a Mortgage Loan is a Specially Serviced Mortgage Loan, the Special Servicer will be entitled to the full amount of any modification, extension or assumption fees, as described below under ‘‘—Special Servicing.’’ The primary servicing fee, Master Servicing Fee and the Trustee Fee will accrue on the same basis as interest accrues on the Mortgage Loans, and with respect to the EZ Storage Portfolio Loan, the servicing fee of the BACM Series 2006-6 Servicer will accrue on the same basis as interest accrues the EZ Storage Portfolio Loan Combination.

In connection with any Master Servicer Prepayment Interest Shortfall, the Master Servicer will be obligated to reduce its Servicing Compensation as provided in this prospectus supplement under ‘‘Description of the Offered Certificates—Prepayment Interest Shortfalls.’’

The Master Servicer will pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement to the extent and as described in the Pooling and Servicing Agreement). The Trustee will withdraw monthly from the Distribution Account the portion of the Servicing Fee payable to the Trustee.

Special Servicing

The Special Servicer.    For a description of the Special Servicer, see ‘‘Transaction Parties —The Special Servicer’’ in this prospectus supplement.

The Directing Holder.    The Directing Holder may at any time with or without cause terminate substantially all of the rights and duties of the Special Servicer and appoint a replacement to perform such duties under substantially the same terms and conditions as applicable to the Special Servicer; provided that in the event that the Directing Holder is not the Controlling Class Representative, such Directing Holder may only terminate and appoint a replacement Special Servicer with respect to the applicable Serviced Loan Combination. The Directing Holder will designate a replacement to so serve by the delivery to the Trustee of a written notice stating such designation. The Trustee will be required to, promptly after receiving any such notice, notify the rating agencies. The designated replacement will become

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the replacement Special Servicer as of the date the Trustee has received: (i) written confirmation from each rating agency stating that if the designated replacement were to serve as Special Servicer under the Pooling and Servicing Agreement, none of the then-current ratings of any of the outstanding Classes of the Certificates or Companies Loan Securities, as applicable, would be qualified, downgraded or withdrawn as a result thereof; (ii) a written acceptance of all obligations of such replacement Special Servicer, executed by the designated replacement; and (iii) an opinion of counsel to the effect that the designation of such replacement to serve as Special Servicer is in compliance with the Pooling and Servicing Agreement, that the designated replacement will be bound by the terms of the Pooling and Servicing Agreement and that the Pooling and Servicing Agreement will be enforceable against such designated replacement in accordance with its terms. The existing Special Servicer will be deemed to have resigned from its duties under the Pooling and Servicing Agreement in respect of Specially Serviced Mortgage Loans and REO Properties simultaneously with such designated replacement’s becoming the Special Servicer under the Pooling and Servicing Agreement. Any replacement Special Servicer may be similarly so replaced by the Directing Holder.

The Directing Holder will have no liability whatsoever to the Trust Fund or any Certificateholder (except that if the Directing Holder is the Controlling Class Representative, other than to a Controlling Class Certificateholder and will have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that, with respect to Controlling Class Certificateholders, the Controlling Class Representative will not be protected against any liability that 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). By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Directing Holder may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates or one or more Companion Loan or B Loan holders over Certificateholders or other holders of the related Loan Combination, and that the Directing Holder may have special relationships and interests that conflict with those of holders of some Classes of the Certificates or other holders of the related Loan Combination, that the Directing Holder may act solely in its own interest (and if the Directing Holder is the Controlling Class Representative, the interests of the holders of the Controlling Class), that the Directing Holder does not have any duties to the holders of any Class of Certificates or other holders of the related Loan Combination (and if the Directing Holder is the Controlling Class Representative, other than the Controlling Class), that the Directing Holder that is not the Controlling Class Representative may take actions that favor its own interest over the interests of Certificateholders or other holders of the related Loan Combination (and if the Directing Holder is the Controlling Class Representative, such Directing Holder may favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other classes of Certificates), that the Directing Holder that is not the Controlling Class Representative, absent willful misfeasance, bad faith or negligence, will not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in its own interests (and if the Directing Holder is the Controlling Class Representative, in the interests of the holders of the Controlling Class), and that the Directing Holder will have no liability whatsoever for having so acted, and no Certificateholder or Companion Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal thereof for having so acted.

The ‘‘Controlling Class’’ will be, as of any date of determination, the Class of Principal Balance Certificates with the latest alphabetical Class designation that has a then aggregate Certificate Balance at least equal to 25% of the initial aggregate Certificate Balance of such Class of Principal Balance Certificates as of the Closing Date. As of the Closing Date, the Controlling Class will be the Class S Certificates. For purposes of determining the Controlling

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Class, the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates collectively will be treated as one Class.

The ‘‘Directing Holder’’ means:

•  with respect to any Mortgage Loan, other than any Serviced Loan Combination, the Controlling Class Representative (or its designee);
•  with respect to the Mall of America Loan Combination, the Controlling Class Representative (or its designee);
•  with respect to the EZ Storage Portfolio Loan Combination and the Fortress/Ryan’s Portfolio Loan Combination, the person chosen by a majority of the noteholders and, if a majority of the noteholders cannot agree, then the person chosen by the holder of the EZ Storage Portfolio Pari Passu Loan or Fortress/Ryan’s Portfolio Pari Passu Loan, as applicable;
•  with respect to the First City Tower Loan Combination, (a) prior to a First City Tower Control Appraisal Event, the holder of the First City Tower B Loan (provided the First City Tower B Loan Holder is not the borrower or an affiliate thereof), and (b) so long as a First City Tower Control Appraisal Event exists, or if the First City Tower B Loan Holder is the borrower or an affiliate thereof, the Controlling Class Representative (or its designee);
•  with respect to the Casual Male HQ Loan Combination, either (a) the holder of the Casual Male HQ B Loan unless a Casual Male HQ Control Appraisal Period then exists or (b) if a Casual Male HQ Control Appraisal Period then exists, the holder of the Casual Male HQ Loan. At any time prior to the occurrence of a Casual Male HQ Control Appraisal Period the holder of the Casual Male HQ B Loan is the related borrower or any borrower related party, the Directing Holder with respect to the Casual Male HQ Loan Combination shall be the holder of the Casual Male HQ Loan; and
•  with respect to the Mezz Cap Loan Combinations, the Controlling Class Representative (or its designee), except to the extent that the holder of the Mezz Cap B Loans has certain rights as described under the ‘‘Description of the Mortgage Pool—Split Loan Structures—Rights of the Holders of the Mezz Cap B Loans’’ in this prospectus supplement.

The ‘‘Controlling Class Representative’’ will be the representative selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as certified by the Trustee from time to time; provided, however, that (i) absent such selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class will be the Controlling Class Representative.

A ‘‘Controlling Class Certificateholder’’ is each holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as certified to the Trustee from time to time by such holder (or Certificate Owner).

Servicing Transfer Event.    The duties of the Special Servicer relate to Specially Serviced Mortgage Loans and to any REO Property. The Pooling and Servicing Agreement will define a ‘‘Specially Serviced Mortgage Loan’’ to include any Mortgage Loan and any Serviced Loan Combination with respect to which: (i) either (x) with respect to any Mortgage Loan or Serviced Loan Combination other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan or Serviced Loan Combination at its maturity date or, if the maturity date of such Mortgage has been extended in accordance with the Pooling and Servicing Agreement, a payment default occurs on such Mortgage Loan or Serviced Loan Combination at its extended maturity date or (y) with respect to a Balloon Loan, a payment default shall

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have occurred with respect to the related Balloon Payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer and the Controlling Class Representative within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination and (D) the Controlling Class Representative consents, a Servicing Transfer Event will not occur until 60 days beyond the related maturity date; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer and the Controlling Class Representative, on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer and the Controlling Class Representative, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan or Serviced Loan Combination), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related maturity date and (2) the termination of the refinancing commitment; (ii) any Monthly Payment (other than a Balloon Payment) is 60 days or more delinquent; (iii) the date upon which the Master Servicer or the Special Servicer (with the Controlling Class Representative’s consent, in the case of a determination by the Special Servicer) determines that a payment default or any other default under the applicable Mortgage Loan Documents that (with respect to such other default) would materially impair the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Loan Combination or otherwise would materially adversely affect the interests of Certificateholders and would continue unremedied beyond the applicable grace period under the terms of the Mortgage Loan or Serviced Loan Combination (or, if no grace period is specified, for 60 days, and provided that a default that would give rise to an acceleration right without any grace period will be deemed to have a grace period equal to zero) is reasonably likely to occur and is not likely to be cured by the related borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a Balloon Payment, for at least 30 days, (iv) the date upon which the related borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, provided that if such decree or order has been dismissed, discharged or stayed within 60 days thereafter, the Mortgage Loan or Serviced Loan Combination will no longer be a Specially Serviced Mortgage Loan and no Special Servicing Fees will be payable with respect thereto; (v) the date on which the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower of or relating to all or substantially all of its property; (vi) the date on which the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (vii) a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by such related borrower to pay principal or interest) and that in the opinion of the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents for such Mortgage Loan or Serviced Loan Combination (or if no grace period is specified for those defaults which are capable of cure, 60 days); or (viii) the date on which the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property (each, a ‘‘Servicing Transfer Event’’); provided, however, that a Mortgage Loan or Serviced Loan Combination will cease to be a Specially Serviced Mortgage Loan

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(each, a ‘‘Corrected Mortgage Loan’’) (A) with respect to the circumstances described in clauses (i) and (ii), above, when the borrower thereunder has brought the Mortgage Loan or Serviced Loan Combination current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Mortgage Loan or the Serviced Loan Combination, (B) with respect to the circumstances described in clause (iii), (iv), (v), (vi) and (viii) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer or (C) with respect to the circumstances described in clause (vii) above, when such default is cured; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Mortgage Loan or Serviced Loan Combination to continue to be characterized as a Specially Serviced Mortgage Loan.

If a servicing transfer event under the BACM Series 2006-6 Pooling and Servicing Agreement exists with respect to a Companion Loan related to the EZ Storage Portfolio Loan, then it will also be deemed to exist with respect to the EZ Storage Portfolio Loan. The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together. If any Mortgage Loan in a group of cross-collateralized Mortgage Loans becomes a Specially Serviced Loan, subject to approval by the Controlling Class Representative, each other Mortgage Loan in such group of cross-collateralized Mortgage Loans shall also become a Specially Serviced Loan.

If a Servicing Transfer Event exists with respect to the Mortgage Loan included in a Serviced Loan Combination, then it will also be deemed to exist with respect to the related Serviced Companion Loan. The Loan Combinations are intended to always be serviced or specially serviced, as the case may be, together (provided that prior to an event of default on the Mezz Cap Loan Combinations, the holders of the Mezz Cap B Loans may appoint a separate servicer to collect payments on the Mezz Cap B Loans). If any Mortgage Loan in a group of cross-collateralized Mortgage Loans becomes a Specially Serviced Loan, subject to approval by the Controlling Class Representative, each other Mortgage Loan in such group of cross-collateralized Mortgage Loans shall also become a Specially Serviced Loan.

Asset Status Report.    The Special Servicer will prepare a report (the ‘‘Asset Status Report’’) for each Mortgage Loan and each Serviced Loan Combination that becomes a Specially Serviced Mortgage Loan not later than 30 days after the servicing of such Mortgage Loan or such Serviced Loan Combination is transferred to the Special Servicer. Each Asset Status Report will be delivered to the Master Servicer, the Controlling Class Representative and the rating agencies and in the case of each Serviced Loan Combination, the holder of the related Serviced Companion Loan. If the Controlling Class Representative does not disapprove an Asset Status Report within 10 business days, the Special Servicer will implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any actions that are contrary to applicable law or the terms of the applicable Mortgage Loan Documents. The Controlling Class Representative may object to any Asset Status Report within 10 business days of receipt; provided, however, that the Special Servicer will be required to implement the recommended action as outlined in the Asset Status Report if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interests of the Certificateholders (and with respect to a Serviced Loan Combination, the holder of the related Serviced Companion Loan, as a collective whole). If the Controlling Class Representative disapproves such Asset Status Report and the Special Servicer has not made the affirmative determination described above, the Special Servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 business days after such disapproval. In any event, if the Controlling Class Representative does not approve an Asset Status Report within 60 business days from the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report and in compliance with the Servicing Standard. The Special Servicer will revise such Asset Status Report until the Controlling Class Representative fails to disapprove such revised Asset Status Report as described above or until the Special Servicer makes a determination, consistent with the Servicing Standard, that

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such objection is not in the best interests of all the Certificateholders and the holder of the Serviced Companion Loan, if applicable. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Controlling Class Representative may have. Notwithstanding the foregoing, with respect to any Serviced Loan Combination, the Directing Holder shall be entitled to a comparable Asset Status Report, but the procedure and timing for approval by the Directing Holder of the related Asset Status Report will be governed by the terms of the related intercreditor agreement and the Pooling and Servicing Agreement.

Certain Rights of the Controlling Class Representative.    In addition to its rights and obligations with respect to Specially Serviced Mortgage Loans, the Special Servicer has the right to approve any modification, whether or not the applicable Mortgage Loan or Serviced Loan Combination is a Specially Serviced Mortgage Loan, to the extent described above under ‘‘—Modifications’’ and to approve any waivers of due-on-sale or due-on-encumbrance clauses as described above under ‘‘—Enforcement of ‘‘Due-on-Sale’’ and ‘‘Due-on-Encumbrance’’ Clauses, whether or not the applicable Mortgage Loan or the Serviced Loan Combination is a Specially Serviced Mortgage Loan. With respect to non-Specially Serviced Mortgage Loans, the Master Servicer must notify the Special Servicer of any request for approval (a ‘‘Request for Approval’’) received relating to the Special Servicer’s above-referenced approval rights and forward to the Special Servicer its written recommendation and analysis (other than with respect to requests for assumptions and waivers of due-on-sale or due-on-encumbrance clauses, such requests being processed directly by the Special Servicer) and any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents are in the Master Servicer’s possession). The Special Servicer will have 10 business days (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and make a recommendation with respect to a Request for Approval with respect to a non-Specially Serviced Mortgage Loan and, immediately following such 10 business day period, is required to notify the Controlling Class Representative of such Request for Approval and its recommendation with respect thereto. Following such notice, the Controlling Class Representative will have five business days from the date it receives the Special Servicer recommendation and any other information it may reasonably request to approve any recommendation of the Special Servicer relating to any Request for Approval. Generally, if the Controlling Class Representative does not respond to a Request for Approval within the required 5 business days, the Special Servicer may deem its recommendation approved by the Controlling Class Representative. With respect to a Specially Serviced Mortgage Loan, the Special Servicer must notify the Controlling Class Representative of any Request for Approval received relating to the Controlling Class Representative’s above-referenced approval rights and its recommendation with respect thereto. The Controlling Class Representative will have 10 business days to approve any recommendation of the Special Servicer relating to any such Request for Approval. Generally, if the Controlling Class Representative does not respond to any such Request for Approval within the required 10 business days, the Special Servicer may deem its recommendation approved by the Controlling Class Representative. Notwithstanding the foregoing, with respect to any Serviced Loan Combination, the Directing Holder shall be entitled to a comparable Request for Approval, but the procedure and timing for approval by the Directing Holder of the related Request for Approval will be governed by the terms of the related intercreditor agreement and the Pooling and Servicing Agreement.

The Controlling Class may have conflicts of interest with other Classes of Certificates or with the Trust. The Controlling Class Representative has no duty to act in the interests of any Class other than the Controlling Class.

Neither the Master Servicer nor the Special Servicer will be required to take or refrain from taking any action pursuant to instructions from the Controlling Class Representative that would cause it to violate applicable law, the Pooling and Servicing Agreement, including the Servicing Standard, or the REMIC Regulations. In addition, if the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the

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Certificateholders (and any holder of a related Companion Loan), as a collective whole, it may take such action without waiting for a response from the Controlling Class Representative or Directing Holder.

The Master Servicer and the Special Servicer, as applicable, will be required to discuss with the Controlling Class Representative, on a monthly basis, the performance of any Mortgage Loan or Serviced Loan Combination that (i) is a Specially Serviced Mortgage Loan, (ii) is delinquent, (iii) has been placed on a ‘‘Watch List’’ or (iv) has been identified by the Master Servicer or Special Servicer, as exhibiting deteriorating performance.

The Depositor anticipates that an affiliate of the Special Servicer will purchase the initial Controlling Class and will be the initial Controlling Class Representative.

With respect to the EZ Storage Portfolio Loan, any decision to be made with respect to the EZ Storage Portfolio Loan Combination that requires the approval of the directing certificateholder under the BACM Series 2006-6 Pooling and Servicing Agreement (other than removal of the BACM Series 2006-6 Special Servicer) will require the approval of a majority of the Controlling Class Representative and the holders of the EZ Storage Portfolio Pari Passu Companion Loan.

Special Servicing Compensation.    Pursuant to the Pooling and Servicing Agreement, the Special Servicer will be entitled to certain fees including a special servicing fee, payable with respect to each Collection Period, equal to 0.35% per annum of the Stated Principal Balance of each related Specially Serviced Mortgage Loan and REO Loan, subject to a $4,000 monthly minimum with respect to each Specially Serviced Mortgage Loan and REO Loan (the ‘‘Special Servicing Fee’’). The BACM Series 2006-6 Special Servicer will accrue a comparable special servicing fee with respect to the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement.

The Special Servicer will not be entitled to retain any portion of the Excess Interest paid on the ARD Loans.

A ‘‘Workout Fee’’ will in general be payable to the Special Servicer with respect to each Mortgage Loan or Serviced Loan Combination (other than the Mezz Cap B Loans) that ceases to be a Specially Serviced Mortgage Loan pursuant to the definition thereof. As to each such Mortgage Loan or Serviced Loan Combination (other than the Mezz Cap B Loans), the Workout Fee will be payable out of, and will be calculated by application of, a ‘‘Workout Fee Rate’’ of 1.00% to each collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Loan Combination (other than the Mezz Cap B Loans), for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Loan Combination (other than the Mezz Cap B Loans) again ceases to be a Specially Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it will retain the right to receive any and all Workout Fees payable with respect to the Mortgage Loans or Serviced Loan Combinations that cease to be a Specially Serviced Mortgage Loan during the period that it had responsibility for servicing such Specially Serviced Mortgage Loan and that had ceased being a Specially Serviced Mortgage Loan (or for any Specially Serviced Mortgage Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer will not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in accordance with the preceding sentence. The BACM Series 2006-6 Special

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Servicer will accrue a comparable workout fee with respect to the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement.

A ‘‘Liquidation Fee’’ will be payable to the Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Loan or Mortgage Loan repurchased by a Mortgage Loan Seller outside of the applicable cure period, in each case, as to which the Special Servicer obtains a full, partial or discounted payoff from the related borrower or Mortgage Loan Seller, as applicable, and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer recovered any proceeds (‘‘Liquidation Proceeds’’). As to each such Specially Serviced Mortgage Loan and REO Property or Mortgage Loan repurchased by a Mortgage Loan Seller outside of the applicable cure period, the Liquidation Fee will be payable from, and will be calculated by application of, a ‘‘Liquidation Fee Rate’’ of 1.00% to the related payment or proceeds. The BACM Series 2006-6 Special Servicer will accrue a comparable liquidation fee with respect to the EZ Storage Portfolio Loan Combination, under the BACM Series 2006-6 Pooling and Servicing Agreement. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with:

•  the purchase of any Specially Serviced Mortgage Loan or REO Property by the Special Servicer, the Controlling Class Representative,
•  the purchase of all of the Mortgage Loans and REO Properties by the Master Servicer, the Special Servicer or the Controlling Class Representative in connection with the termination of the Trust,
•  a repurchase of a Mortgage Loan by a Mortgage Loan Seller due to a breach of a representation or warranty or a document defect in the mortgage file prior to the expiration of certain time periods (including any applicable extension thereof) set forth in the Pooling and Servicing Agreement,
•  the purchase of any Mortgage Loan by the holder of the related Serviced B Loan pursuant to the related intercreditor agreement, as described under ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan—Rights of the Holders of The First City Tower B Loan—Purchase Option’’ and ‘‘Description of the Mortgage Pool—Split Loan Structures—The First City Tower Loan—Rights of the Holders of The First City Tower B Loan—Purchase Option’’ in this prospectus supplement, and
•  the purchase of a Mortgage Loan by the holder of any related mezzanine debt unless the related mezzanine intercreditor agreement requires the purchaser to pay such fees (provided that any future permitted mezzanine debt will generally require the payment of a Liquidation Fee, to the extent not prohibited by the loan documents, if the Mortgage Loan is not purchased within 90 days after the holder of the related mezzanine loan received notice of the default giving rise to the right of such holder to purchase the Mortgage Loan).

If, however, Liquidation Proceeds are received with respect to any Specially Serviced Mortgage Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest. The Special Servicer, however, will only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or Specially Serviced Mortgage Loan.

If the Special Servicer resigns or is terminated, and prior or subsequent to such resignation or termination, an action plan that was submitted by the Special Servicer regarding the liquidation of a Specially Serviced Mortgage Loan is approved or deemed to be approved by the Directing Holder, the Special Servicer will be entitled to receive the related Liquidation Fee notwithstanding any resignation or termination, and the successor special servicer will not be entitled to any portion of it.

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In addition, the Special Servicer will be entitled to receive:

•  any loan modification, extension and assumption fees related to the Specially Serviced Mortgage Loans,
•  any income earned on deposits in the REO Accounts,
•  50% of any extension fees, modification and assumption fees (including any related application fees) of non-Specially Serviced Mortgage Loans, and
•  any late payment fees that accrued during a Collection Period on any Specially Serviced Mortgage Loan to the extent collected by the Trust and remaining after application thereof during such Collection Period to reimburse interest on Advances with respect to such Mortgage Loan and to reimburse the Trust for certain expenses of the Trust with respect to such Mortgage Loan; provided, however, that with respect to the Mortgage Loan that has a related Serviced Companion Loan, late payment fees will be allocated as provided in the related intercreditor agreement and the Pooling and Servicing Agreement.

The BACM Series 2006-6 Special Servicer will be entitled to comparable fees with respect to the EZ Storage Portfolio Loan.

Servicing of the Non-Serviced Mortgage Loan

The EZ Storage Portfolio Loan

Pursuant to the terms of the related intercreditor agreement, all of the mortgage loans comprising the EZ Storage Portfolio Loan Combination are being serviced under the provisions of the BACM Series 2006-6 Pooling and Servicing Agreement, which are similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard,

•  Wells Fargo Bank, N.A., which is the trustee under the BACM Series 2006-6 Pooling and Servicing Agreement (the ‘‘BACM Series 2006-6 Trustee’’), is, in that capacity, the lender of record with respect to the mortgaged property securing EZ Storage Portfolio Loan Combination;
•  Bank of America, National Association, which is the master servicer under the BACM Series 2006-6 Pooling and Servicing Agreement (the ‘‘BACM Series 2006-6 Servicer’’), is, in that capacity, the master servicer for the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement. However, P&I Advances with respect to the EZ Storage Portfolio Loan will be made by the Master Servicer or the Trustee, as applicable, as described in ‘‘The Pooling and Servicing Agreement—Advances’’ in this prospectus supplement; and
•  CWCapital Asset Management LLC, which is the special servicer of the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement (the ‘‘BACM Series 2006-6 Special Servicer’’), is, in that capacity, the special servicer with respect to the EZ Storage Portfolio Loan Combination under the BACM Series 2006-6 Pooling and Servicing Agreement.

The Controlling Class Representative will not have any rights with respect to the servicing and administration of the EZ Storage Portfolio Loan under the BACM Series 2006-6 Pooling and Servicing Agreement except as set forth under ‘‘Description of the Mortgage Pool—Split Loan Structures—The EZ Storage Portfolio Loan Combination’’ in this prospectus supplement.

Master Servicer and Special Servicer Permitted to Buy Certificates

The Master Servicer and the Special Servicer are permitted to purchase any Class of Certificates. Such a purchase by the Master Servicer or Special Servicer could cause a conflict

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relating to the Master Servicer’s or Special Servicer’s duties pursuant to the Pooling and Servicing Agreement and the Master Servicer’s or Special Servicer’s interest as a holder of Certificates, especially to the extent that certain actions or events have a disproportionate effect on one or more Classes of Certificates. The Pooling and Servicing Agreement provides that the Master Servicer or the Special Servicer will administer the Mortgage Loans or Serviced Loan Combinations in accordance with the Servicing Standard, without regard to ownership of any Certificate by the Master Servicer or the Special Servicer or any affiliate thereof.

Reports to Certificateholders; Available Information

Trustee Reports

On each Distribution Date, the Trustee will be required to make available to the general public (including each Certificateholder, the Depositor, the Master Servicer, the Special Servicer, each Underwriter, each rating agency and any potential investors in the Certificates) a statement (a ‘‘Distribution Date Statement’’) based upon information provided by the Master Servicer and Special Servicer (and in certain cases only to the extent received from the Master Servicer or Special Servicer, as applicable) and delivered to the Trustee, in accordance with Commercial Mortgage Securities Association (‘‘CMSA’’) guidelines setting forth, among other things:

(a)    the Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;

(b)    the amount of the distribution on the Distribution Date to the holders of each class of Certificates (other than the Class T, Class XS, Class XP, Class R and Class LR Certificates) in reduction of the Certificate Balance of the Certificates;

(c)    the amount of the distribution on the Distribution Date to the holders of each class of Certificates allocable to Interest Accrual Amount and Interest Shortfalls;

(d)    the aggregate amount of Advances made in respect of the Distribution Date and the amount on interest paid on Advances since the prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);

(e)    the aggregate amount of compensation paid to the Trustee and servicing compensation paid to the Master Servicer and the Special Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;

(f)    the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding immediately before and immediately after the Distribution Date;

(g)    the number (as of the related and the next preceding Determination Date), and the aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate (and interest rates by distributional groups or ranges) of the Mortgage Loans as of the related Determination Date;

(h)    the number and aggregate Stated Principal Balance of the Mortgage Loans or Serviced Loan Combinations (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) that are specially serviced but that are not delinquent, or (E) current, but not specially serviced, as to which foreclosure proceedings have been commenced, but not REO Property;

(i)    the Available Funds for the Distribution Date, and any other cash flows received on the mortgage loans and applied to pay fees and expenses (including the components of the Available Funds, or such other cash flows);

(j)    the amount of the distribution on the Distribution Date to the holders of any class of Certificates allocable to Prepayment Premiums Yield Maintenance Charges;

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(k)    the accrued Interest Accrual Amount in respect of each Class of Certificates for such Distribution Date;

(l)    the Pass-Through Rate for each class of Certificates for the Distribution Date and the next succeeding Distribution Date;

(m)    the Principal Distribution Amount for the Distribution Date;

(n)    the Certificate Balance or Notional Balance, as the case may be, of each class of Certificates immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of any Realized Loss on the Distribution Date;

(o)    the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance, and the denominator of which is the related initial aggregate Certificate Balance, for each class of Certificates (other than the Class T and Residual Certificates) immediately following the Distribution Date;

(p)    the amount of any Appraisal Reduction Amounts allocated during the related Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;

(q)    the number and related principal balances of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the Collection Period or that have cumulatively become material over time);

(r)    the amount of any remaining unpaid Interest Shortfalls for each Class of Certificates as of the Distribution Date;

(s)    a loan-by-loan listing of each Mortgage Loan which was the subject of a principal prepayment (other than liquidation proceeds and insurance proceeds) during the related Collection Period and the amount of principal prepayment occurring, together with the aggregate amount of principal prepayments made during the related Collection Period;

(t)    a loan-by-loan listing of any Mortgage Loan which was defeased since the previous Determination Date;

(u)    the amount of the distribution to the holders of each class of Certificates on the Distribution Date attributable to reimbursement of Realized Losses;

(v)    as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date;

(w)    the amount on deposit in certain accounts established and maintained by the Trustee, pursuant to the Pooling and Servicing Agreement after giving effect to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);

(x)    the current credit support levels for each class of Certificates;

(y)    the original and then-current ratings for each class of Certificates;

(z)    with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month, the city, state, property type, the current Stated Principal Balance;

(aa)    the value of any REO Property included in the Trust Fund as of the related Determination Date, on a loan-by-loan basis, based on the most recent appraisal or valuation;

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(bb)    with respect to any REO Property sold or otherwise disposed of during the related Collection Period and for which a final recovery determination has been made, (A) the Realized Loss attributable to such Mortgage Loan, (B) the amount of sale proceeds and other amounts, if any, received in respect of such REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date, (C) the date of the final recovery determination and (D) the balance of the Excess Liquidations Proceeds Account for such Distribution Date;

(cc)    the amount of the distribution on the Distribution Date to the holders of the Class T and Residual Certificates;

(dd)    material breaches of any covenants under the Pooling and Servicing Agreement of which the Trustee, the Master Servicer or the Special Servicer has received written notice; and

(ee)    such other information and in such form as will be specified in the Pooling and Servicing Agreement.

Certain information regarding the Mortgage Loans will be made accessible at the website maintained by the Trustee initially located at www.etrustee.net. In addition, the Trustee will make available on such website any reports on Forms 10-D, 10-K and 8-K prepared by the Trustee that have been filed with respect to the Trust through the EDGAR system.

After all of the Certificates have been sold by the Underwriters, certain information may be made accessible on the website maintained by the Master Servicer as the Master Servicer may have in place from time to time. In addition, the Trustee may make certain other information and reports (including the collection of reports specified by The Commercial Mortgage Securities Associations (or any successor organization reasonably acceptable to the Trustee and the Master Servicer) known as the ‘‘CMSA Investor Reporting Package’’) related to the mortgage loans available, to the extent that the Trustee receives relevant information and loan-related reports from the Master Servicer, and direction from the Depositor, or is otherwise directed to do so under the Pooling and Servicing Agreement. The Trustee will not make any representations or warranties as to the accuracy or completeness of any information provided by it and may disclaim responsibility for Trustee’s website, the Trustee may require registration and acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information made in accordance with the Pooling and Servicing Agreement.

Master Servicer Reports

The Master Servicer is required to deliver to the Trustee prior to each Distribution Date (commencing on the fourth Distribution Date), and the Trustee is to make available to each Certificateholder, each holder of a Serviced Companion Loan, the Depositor, each Underwriter, each rating agency, the Special Servicer, the Controlling Class Representative and, if requested, any potential investor in the Certificates, on each Distribution Date, the following CMSA reports:

•  A ‘‘comparative financial status report.’’
•  A ‘‘delinquent loan status report.’’
•  A ‘‘historical loan modification and corrected mortgage loan report.’’
•  A ‘‘historical liquidation report.’’
•  An ‘‘REO status report.’’
•  A ‘‘Master Servicer watch list.’’
•  A loan level reserve/LOC report.
•  A CMSA Advance Recovery Report.

Subject to the receipt of necessary information from any subservicer, reports will be made available electronically in the form of the standard CMSA Reports; provided, however, the

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Trustee will provide Certificateholders (at the expense of such Certificateholders) with a written copy of such report upon request. The information that pertains to Specially Serviced Mortgage Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered by the Special Servicer to the Master Servicer no later than four business days prior to the related Master Servicer Remittance Date. Absent manifest error, 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 or 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.

The Trustee, the Master Servicer and the Special Servicer will be indemnified by the Trust against any loss, liability or expense incurred in connection with any claim or legal action relating to any statement or omission based upon information supplied by a borrower or third party under a Mortgage Loan or Serviced Loan Combination and reasonably relied upon by such party.

The Master Servicer is also required to deliver to the Trustee and the rating agencies the following materials, which Operation Statement Analysis Report and NOI Adjustment Worksheet shall be delivered in electronic format and any items relating thereto may be delivered in electronic or paper format:

(a)    Annually, on or before June 30 of each year, commencing with June, 2007, with respect to each Mortgaged Property and REO Property, an ‘‘Operating Statement Analysis Report’’ together with copies of the related operating statements and rent rolls (but only if the related borrower is required by the Mortgage to deliver, or has otherwise agreed to provide such information) for such Mortgaged Property or REO Property for the preceding calendar year-end, if available. The Master Servicer (or the Special Servicer in the case of Specially Serviced Mortgage Loans and REO Properties) is required to use its best reasonable efforts to obtain annual and other periodic operating statements and related rent rolls and promptly update the Operating Statement Analysis Report.

(b)    Within 60 days of receipt by the Master Servicer (or within 45 days of receipt by the Special Servicer with respect to any Specially Serviced Mortgage Loan or REO Property) of annual year-end operating statements, if any, with respect to any Mortgaged Property or REO Property, an ‘‘NOI Adjustment Worksheet’’ for such Mortgaged Property (with the annual operating statements attached thereto as an exhibit), presenting the computations made in accordance with the methodology described in the Pooling and Servicing Agreement to ‘‘normalize’’ the full year-end net operating income or net cash flow and debt service coverage numbers used by the Master Servicer or the Special Servicer in the other reports referenced above.

The Trustee is to make available a copy of each Operating Statement Analysis Report and NOI Adjustment Worksheet that it receives from the Master Servicer upon request to the Depositor, each Underwriter, the Controlling Class Representative, each rating agency, the Certificateholders and the Special Servicer promptly after its receipt thereof. Any potential investor in the Certificates may obtain a copy of any NOI Adjustment Worksheet for a Mortgaged Property or REO Property in the possession of the Trustee upon request.

In addition, 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 Certificateholder of record, a report summarizing on an annual basis (if appropriate) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be reasonably required to enable such Certificateholders to prepare their federal income tax returns. The Trustee will also make available information regarding the amount of original issue discount accrued on each Class of Certificate held by persons other than holders exempted from the reporting requirements and information regarding the expenses of the Trust.

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Other Information

The Pooling and Servicing Agreement will require that the Trustee make available at its offices, during normal business hours, for review by any Certificateholder, any holder of a Serviced Companion Loan (with respect to items (iv)-(vii) below, only to the extent such information relates to the Serviced Companion Loan), the Depositor, the Master Servicer, the Special Servicer, any rating agency or any potential investor in the Certificates, originals or copies of, among other things, the following items (to the extent such items are in its possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents): (i) the Pooling and Servicing Agreement and any amendments thereto, (ii) all Distribution Date Statements made available to holders of the relevant Class of Offered Certificates since the Closing Date, (iii) all annual officers’ certificates and assessment of compliance and attestation reports delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date regarding compliance with the relevant agreements, (iv) the most recent property inspection report prepared by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property and delivered to the Trustee, (v) the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related borrower) and/or lease summaries and retail ‘‘sales information,’’ if any, collected by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property and delivered to the Trustee, (vi) any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination entered into by the Master Servicer and/or the Special Servicer and delivered to the Trustee, and (vii) any and all officers’ certificates and other evidence delivered to or by the Trustee to support the Master Servicer’s, or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance, if made, would not be recoverable. Copies of any and all of the foregoing items will be available upon request at the expense of the requesting party from the Trustee to the extent such documents are in the Trustee’s possession.

Exchange Act Filings

The Trust will file Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (if applicable) Current Reports on Form 8-K with the Securities and Exchange Commission (the ‘‘Commission’’) regarding the Certificates, to the extent, and for such time, as it shall be required to do so under the Securities Exchange Act of 1934, as amended. Such reports will be filed under the name ‘‘Deutsche Mortgage & Asset Receiving Corp.’’ (Commission file no. 333-130390). Members of the public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Members of the public may obtain information regarding the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The address of that internet site is http://www.sec.gov.

USE OF PROCEEDS

The net proceeds from the sale of Offered Certificates will be used by the Depositor to pay part of the purchase price of the Mortgage Loans.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary and the discussion in the prospectus under the heading ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates’’ are a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Offered Certificates and constitute the opinion of Cadwalader, Wickersham & Taft LLP as to the accuracy of matters discussed herein and therein. The summary below and such discussion in the Prospectus do not purport to address all federal income tax consequences that may be applicable to particular categories of

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investors, some of which may be subject to special rules. In addition, such summary and such discussion do not address state, local or foreign tax issues with respect to the acquisition, ownership or disposition of the Offered Certificates. The authorities on which such summary and such discussion are based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. Such summary and such discussion are based on the applicable provisions of the Code, as well as regulations (the ‘‘REMIC Regulations’’) promulgated by the U.S. Department of the Treasury as of the date hereof. Investors should consult their own tax advisors in determining the federal, state, local, foreign or any other tax consequences to them of the purchase, ownership and disposition of Offered Certificates.

Elections will be made to treat designated portions of the Trust and proceeds thereof (such non-excluded portion of the Trust, the ‘‘Trust REMICs’’), as two separate REMICs within the meaning of Code Section 860D (the ‘‘Lower-Tier REMIC’’ and the ‘‘Upper-Tier REMIC,’’ respectively). The Lower-Tier REMIC will hold the Mortgage Loans, other than Excess Interest, proceeds thereof held in the Collection Account and the Interest Reserve Account, the Lower-Tier Distribution Account, the Excess Liquidation Proceeds Account and any related REO Property, and will issue several uncertificated classes of regular interests (the ‘‘Lower-Tier Regular Interests’’) to the Upper-Tier REMIC. The Class LR Certificates will represent the sole class of residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and the Upper-Tier Distribution Account in which distributions on the Lower-Tier Regular Interests will be deposited, and will issue the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XS, Class XP, 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, Class P, Class Q and Class S Certificates as classes of regular interests, and the Class R Certificates as the sole class of residual interests in the Upper-Tier REMIC. Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the Pooling and Servicing Agreement, (iii) compliance with the BACM Series 2006-6 Pooling and Servicing Agreement and the continuing qualification of the REMICs governed thereby and (iv) compliance with any changes in the law, including any amendments to the Code or applicable temporary or final regulations of the United States Department of the Treasury (‘‘Treasury Regulations’’) thereunder, in the opinion of Cadwalader, Wickersham & Taft LLP, the Lower-Tier REMIC and the Upper-Tier REMIC will each qualify as a REMIC. References in this discussion to the ‘‘REMIC’’ will, unless the context dictates otherwise, refer to each of the Upper-Tier REMIC and the Lower-Tier REMIC. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, the portion of the Trust Fund consisting of the Excess Interest and related amounts in the Grantor Trust Distribution Account, which are beneficially owned by the Class T Certificates, will be treated as a grantor trust for federal income tax purposes under subpart E, Part I of subchapter J of the Code.

The Offered Certificates will be treated as ‘‘loans. . . secured by an interest in real property which is . . . residential real property’’ within the meaning of Section 7701(a)(19)(C) of the Code, for domestic building and loan associations to the extent of the allocable portion of the Mortgage Loans secured by multifamily properties and manufactured housing community properties. As of the Cut-off Date, Mortgage Loans secured by multifamily properties (excluding mixed-use properties and manufactured housing community properties) represented approximately 21.05% of the Mortgage Loans by Initial Outstanding Pool Balance.

The Offered Certificates will be treated as ‘‘real estate assets,’’ within the meaning of Section 856(c)(5)(B) of the Code, for real estate investment trusts and interest thereon will be treated as ‘‘interest on mortgages on real property,’’ within the meaning of Section 856(c)(3)(B) of the Code, to the extent described in the prospectus under the heading ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Status of REMIC Certificates.’’ Mortgage Loans which have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments.

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The Offered Certificates will be treated as ‘‘regular interests’’ in the Upper-Tier REMIC and therefore generally will be treated as newly originated debt instruments for federal income tax purposes. Beneficial owners of the Offered Certificates will be required to report income on such regular interests in accordance with the accrual method of accounting.

The IRS has issued Treasury Regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount (the ‘‘OID Regulations’’). Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, prepayable securities such as the Offered Certificates. The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that of the issuer. Accordingly, it is possible that holders of Certificates may be able to select a method for recognizing any original issue discount that differs from that used by the Trustee in preparing reports to Certificateholders and the IRS. Prospective purchasers of Certificates are advised to consult their tax advisors concerning the treatment of any original issue discount with respect to purchased Certificates. See ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount’’ in the prospectus.

It is anticipated that the Class XP Certificates will be treated as having been issued with original issue discount for federal income tax purposes in an amount equal to the excess of all expected distributions of interest on the Class XP Certificates (based on the Prepayment Assumption) over their issue price (including accrued interest). Accruing income in such a manner could result in the accrual of negative amounts for certain periods in the event of faster than anticipated prepayments. Such negative amounts cannot be deducted currently but may only be offset against future accruals of income on the Class XP Certificates. However, although unclear, a holder of a Class XP Certificate may be entitled to deduct a loss to the extent that its remaining tax basis exceeds the maximum amount of future payments to which such Certificateholder would be entitled if there were no further prepayments on the Mortgage Loans. Investors in the Class XP Certificates should consult their tax advisors as to the manner in which income should be accrued on the Class XP Certificates and the timing and character of any loss that could result from an investment in the Class XP Certificates. See Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates’’ and—Taxation of Regular Certificates—Original Issue Discount’’ in the Prospectus.

Whether any holder of any Class of Offered Certificates, other than the Class XP Certificates, will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder’s purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. It is anticipated that the Offered Certificates (other than the Class XP Certificates) will be issued at a premium for federal income tax purposes. Holders of each such Class of Certificates should consult their tax advisors regarding the possibility of making an election to amortize such premium. See ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Premium’’ in the prospectus.

For purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium, the Prepayment Assumption will be 0% CPR, provided that it is assumed that each ARD Loan will prepay in full on its Anticipated Repayment Date. See ‘‘Yield and Maturity Considerations’’ in this prospectus supplement. No representation is made as to the rate, if any, at which the Mortgage Loans will prepay.

Prepayment Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans will be distributed to the holders of each Class of Certificates entitled thereto as described herein. It is not entirely clear under the Code when the amount of a Prepayment Premium or a Yield Maintenance Charge should be taxed to the holder of a Class of Certificates entitled to a Prepayment Premium or a Yield Maintenance Charge. For federal

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income tax reporting purposes, Prepayment Premiums and Yield Maintenance Charges will be treated as income to the holders of a Class of Certificates entitled to Prepayment Premiums and Yield Maintenance Charges only after the Master Servicer’s actual receipt of a Prepayment Premium or a Yield Maintenance Charge as to which such Class of Certificates is entitled under the terms of the Pooling and Servicing Agreement. It appears that Prepayment Premiums and Yield Maintenance Charges are to be treated as ordinary income rather than capital gain.

For a discussion of the tax consequences of the acquisition ownership and disposition of Offered Certificates by any person who is not a citizen or resident of the United States, a corporation or partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia or is a foreign estate or trust, see ‘‘Certain Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates’’ in the prospectus.

ERISA CONSIDERATIONS

The purchase by or transfer to an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) or Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law (‘‘Similar Law’’) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a ‘‘Plan’’), or a collective investment fund in which such Plans are invested, an insurance company using the assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or other Persons acting on behalf of any such Plan or using the assets of any such Plan to acquire the Offered Certificates may constitute or give rise to a prohibited transaction under ERISA or the Code or Similar Law. There are certain exemptions issued by the United States Department of Labor (the ‘‘Department’’) that may be applicable to an investment by a Plan in the Offered Certificates. The Department has granted an administrative exemption to Deutsche Bank Securities Inc. as Department Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption (‘‘PTE’’) 2002-41 (the ‘‘Exemption’’), for certain mortgage-backed and asset-backed certificates underwritten in whole or in part by the Underwriters. The Exemption might be applicable to the initial purchase, the holding, and the subsequent resale by a Plan of certain certificates, such as the Offered Certificates, underwritten by the lead manager, representing interests in pass-through trusts that consist of certain receivables, loans and other obligations, provided that the conditions and requirements of the Exemption are satisfied. The loans described in the Exemption include mortgage loans such as the Mortgage Loans. However, it should be noted that in issuing the Exemption, the Department may not have considered interests in pools of the exact nature as some of the Offered Certificates.

Among the conditions that must be satisfied for the Exemption to apply to the acquisition, holding and resale of the Offered Certificates are the following:

(1)    The acquisition of Offered Certificates by a Plan is on terms (including the price for the Certificates) that are at least as favorable to the Plan as they would be in an arm’s length transaction with an unrelated party;

(2)    The Offered Certificates acquired by the Plan have received a rating at the time of such acquisition that is one of the four highest generic rating categories from any of Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’), Moody’s or Fitch;

(3)    The Trustee must not be an affiliate of any other member of the Restricted Group (as defined below) other than an Underwriter;

(4)    The sum of all payments made to and retained by the Underwriters in connection with the distribution of Offered Certificates represents not more than reasonable

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compensation for underwriting the Certificates. The sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust represents not more than the fair market value of such Mortgage Loans. The sum of all payments made to and retained by each Servicer and any other servicer represents not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

(5)    The Plan investing in the Certificates is an ‘‘accredited investor’’ as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933.

The Trust must also meet the following requirements:

(i)    the corpus of the Trust must consist solely of assets of the type that have been included in other investment pools;

(ii)    certificates in such other investment pools must have been rated in one of the four highest rating categories of S&P, Moody’s or Fitch for at least one year prior to the Plan’s acquisition of the Offered Certificates pursuant to the Exemption; and

(iii)    certificates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of the Offered Certificates pursuant to the Exemption.

If all of the conditions of the Exemption are met, then whether or not a Plan’s assets would be deemed to include an ownership interest in the Mortgage Loans in the Trust Fund, the acquisition, holding and resale by Plans of the Offered Certificates with respect to which the conditions were met would be exempt from the prohibited transaction provisions of ERISA and the Code to the extent indicated in the Exemption.

Moreover, the Exemption can provide relief from certain self-dealing/conflict of interest prohibited transactions that may occur if a Plan fiduciary causes a Plan to acquire certificates in a trust holding receivables, loans or obligations on which the fiduciary (or its affiliate) is an obligor, provided that, among other requirements, (a) in the case of an acquisition in connection with the initial issuance of certificates, at least fifty percent of each class of certificates in which Plans have invested is acquired by persons independent of the Restricted Group (as defined below) and at least fifty percent of the aggregate interest in the Trust is acquired by persons independent of the Restricted Group (as defined below); (b) such fiduciary (or its affiliate) is an obligor with respect to five percent or less of the fair market value of the obligations contained in the Trust; (c) the Plan’s investment in certificates of any class does not exceed twenty-five percent of all of the certificates of that class outstanding at the time of the acquisitions; and (d) immediately after the acquisition no more than twenty-five percent of the assets of the Plan with respect to which such person is a fiduciary are invested in certificates representing an interest in one or more trusts containing assets sold or serviced by the same entity.

The Exemption does not apply to the purchasing or holding of Offered Certificates by Plans sponsored by the Depositor, any Underwriter, the Trustee, the Master Servicer, the Special Servicer, any obligor with respect to Mortgage Loans included in the Trust constituting more than five percent of the aggregate unamortized principal balance of the assets in the Trust, any party considered a ‘‘sponsor’’ within the meaning of the Exemption, or any affiliate of such parties (the ‘‘Restricted Group’’).

The lead manager believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than possibly those conditions which are dependent on facts unknown to the lead manager or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Certificates. However, before purchasing an Offered Certificate,

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a fiduciary of a Plan should make its own determination as to the availability of the exemptive relief provided by the Exemption or the availability of any other prohibited transaction exemptions or similar exemption under Similar Law, and whether the conditions of any such exemption will be applicable to such purchase. As noted above, the Department, in granting the Exemption, may not have considered interests in pools of the exact nature as the Offered Certificates. A fiduciary of a Plan that is 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 should also carefully review with its own legal advisors the applicability of the fiduciary duty and prohibited transaction provisions of ERISA and the Code to such investment. See ‘‘Certain ERISA Considerations’’ in the prospectus.

The sale of Offered Certificates to a Plan is in no respect a representation by the Depositor or the Underwriters that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

LEGAL INVESTMENT

The Certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase certificates, is subject to significant interpretive uncertainties.

No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors 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 will constitute legal investments for them or are subject to investment, capital or other restrictions.

See ‘‘Legal Investment’’ in the prospectus.

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in an Underwriting Agreement (the ‘‘Underwriting Agreement’’), among the Depositor and Deutsche Bank Securities Inc., Banc of America Securities LLC, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated (collectively, the ‘‘Underwriters’’) the Underwriters have agreed to purchase and the Depositor has agreed to sell to the Underwriters the Offered Certificates. It is expected that delivery of the Offered Certificates will be made only in book-entry form through the Same Day Funds Settlement System of DTC on or about December 21, 2006, against payment therefor in immediately available funds.

Deutsche Bank Securities Inc. is an affiliate of German American Capital Corporation, one of the Sponsors, and of the Depositor. Banc of America Securities LLC is an affiliate of Bank of America, National Association, one of the Sponsors and a primary servicer. Barclays Capital Inc. is an affiliate of Barclays Capital Real Estate Inc., one of the Sponsors.

In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase the Certificate Balances or Notional Balance, as

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applicable, of each class of Offered Certificates set forth below, subject in each case to a variance of 5.0%:


Class Deutsche Bank
Securities, Inc.
Banc of America
Securities LLC
Barclays
Capital Inc.
Morgan Stanley & Co.
Incorporated
Class A-1 $ 35,000,000
$ 17,500,000
$
$
Class A-2A $ 66,666,667
$ 33,333,333
$
$
Class A-2B $ 244,000,000
$ 122,000,000
$
$
Class A-3 $ 163,000,000
$ 81,500,000
$
$
Class A-AB $ 61,666,667
$ 30,833,333
$
$
Class A-4 $ 745,474,667
$ 372,737,333
$
$
Class A-1A $ 446,186,667
$ 223,093,333
$
$
Class XP $ 2,465,673,333
$ 1,232,836,667
$
$
Class A-M $ 251,714,000
$ 125,857,000
$
$
Class A-J $ 201,370,667
$ 100,685,333
$
$
Class B $ 18,878,667
$ 9,439,333
$
$
Class C $ 28,317,333
$ 14,158,667
$
$
Class D $ 25,172,000
$ 12,586,000
$
$
Class E $ 15,732,000
$ 7,866,000
$
$
Class F $ 18,878,000
$ 9,439,000
$
$
Class G $ 34,610,667
$ 17,305,333
$
$

The Underwriting Agreement provides that the obligation of each Underwriter to pay for and accept delivery of its Offered Certificates is subject to, among other things, the receipt of certain legal opinions and to the conditions, among others, that no stop order suspending the effectiveness of the Depositor’s Registration Statement shall be in effect, and that no proceedings for such purpose shall be pending before or threatened by the Securities and Exchange Commission.

The distribution of the Offered Certificates by the Underwriters may be effected from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the Depositor from the sale of the Offered Certificates, before deducting expenses payable by the Depositor, will be approximately 103.30% of the aggregate Certificate Balance of the Offered Certificates, plus accrued interest. Each Underwriter may effect such transactions by selling its Offered Certificates to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriter for whom they act as agent. In connection with the sale of the Offered Certificates, each Underwriter may be deemed to have received compensation from the Depositor in the form of underwriting compensation. Each Underwriter and any dealers that participate with such Underwriter in the distribution of the Offered Certificates may be deemed to be 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 or a separate indemnification agreement provides that the Depositor and the Mortgage Loan Sellers will indemnify the Underwriters against certain civil liabilities under the Securities Act of 1933, as amended, or contribute to payments to be made in respect thereof.

There can be no assurance that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue. The primary source of ongoing information available to investors concerning the Offered Certificates will be the reports distributed by the Trustee discussed in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information.’’ Except as described in this prospectus supplement under ‘‘The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information,’’ there can be no assurance that any additional information regarding the Offered Certificates will be available through any other source. In

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addition, the Depositor is not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of such information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

LEGAL MATTERS

The validity of the Offered Certificates and the material federal income tax consequences of investing in the Offered Certificates will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain legal matters with respect to the Offered Certificates will be passed upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York, New York.

RATINGS

It is a condition to issuance that the Offered Certificates be rated not lower than the following ratings by Moody’s Investors Service, Inc. (‘‘Moody’s’’) and Fitch, Inc. (‘‘Fitch’’ and, together with Moody’s, the ‘‘Rating Agencies’’):


  Moody’s Fitch
Class A-1 Aaa AAA
Class A-2A Aaa AAA
Class A-2B Aaa AAA
Class A-3 Aaa AAA
Class A-AB Aaa AAA
Class A-4 Aaa AAA
Class A-1A Aaa AAA
Class XP Aaa AAA
Class A-M Aaa AAA
Class A-J Aaa AAA
Class B Aa1 AA+
Class C Aa2 AA
Class D Aa3 AA−
Class E A1 A+
Class F A2 A
Class G A3 A−

Each of the rating agencies identified above will perform ratings surveillance with respect to its ratings for so long as the Offered Certificates remain outstanding. Fees for such ratings surveillance have been prepaid by the Depositor.

The ‘‘Rated Final Distribution Date’’ of each Class of Certificates is the Distribution Date in December 2046.

The Rating Agencies’ ratings on mortgage pass-through certificates address the likelihood of the timely payment of interest and the ultimate repayment of principal by the Rated Final Distribution Date. The Rating Agencies’ ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Certificates, and the extent to which the payment stream in the Mortgage Pool is adequate to make payments required under the Certificates. Ratings on mortgage pass-through certificates do not, however, represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by borrowers, the degree to which such prepayments might differ from those originally anticipated or the extent to which the Certificateholders might experience any Net Prepayment Interest Shortfalls. The security ratings do not address the possibility that Certificateholders might suffer a lower than anticipated yield. In addition, ratings on mortgage pass-through certificates do not address the likelihood of receipt of Prepayment Premiums,

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Default Interest or the timing or frequency of the receipt thereof. In general, the ratings address credit risk and not prepayment risk. Also, a security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class XP Certificates might not fully recover their initial investment in the event of delinquencies or rapid prepayments of the Mortgage Loans (including both voluntary and involuntary prepayments). As described herein, the amounts payable with respect to the Class XP Certificates consist only of interest. If the entire pool were to prepay in the initial month, with the result that the Class XP Certificateholders receive only a single month’s interest and thus suffer a nearly complete loss of their investment, all amounts ‘‘due’’ to such holders will nevertheless have been paid, and such result is consistent with the rating received on the Class XP Certificates. Accordingly, the ratings of the Class XP Certificates should be evaluated independently from similar ratings on other types of securities. The ratings do not address the fact that the Pass-Through Rates of any of the Offered Certificates, to the extent that they are based on the Weighted Average Net Mortgage Pass-Through Rate, may be affected by changes thereon.

There can be no assurance as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating and, if so, what such rating would be. A rating assigned to the Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned by the Rating Agencies pursuant to the Depositor’s request.

The rating of 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 agency.

LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion summarizes certain legal aspects of mortgage loans secured by real property in Texas (representing approximately 13.39% of the Initial Outstanding Pool Balance), Minnesota (representing approximately 10.99% of the Initial Outstanding Pool Balance) and New York (representing approximately 10.68% of the Initial Outstanding Pool Balance), which are general in nature. This summary does not purport to be complete and is qualified in its entirety by reference to the applicable federal and state laws governing the Mortgage Loans.

Texas Law.    Texas law does not require that a lender must bring a foreclosure action before being entitled to sue on a note. Texas does not restrict a lender from seeking a deficiency judgment. The delay inherent in obtaining a judgment generally causes the secured lender to file a suit seeking a judgment on the debt and to proceed simultaneously with non-judicial foreclosure of the real property collateral. The desirability of non-judicial foreclosure of real property is further supported by the certain and defined non-judicial foreclosure procedures. In order to obtain a deficiency judgment, a series of procedural and substantive requirements must be satisfied, and the deficiency determination is subject to the borrower’s defense (and, if successful, right of offset) that the fair market value of the property at the time of foreclosure was greater than the foreclosure bid. However, the availability of a deficiency judgment is limited in the case of the mortgage loan because of the limited nature of its recourse liabilities.

Minnesota Law.    Two methods of mortgage foreclosure are commonly used in Minnesota: foreclosure by advertisement pursuant to Minn. Stat. Ch. 580 and other laws and statutes and foreclosure by judicial action under Minn. Stat. Chs. 582 and 583 and other laws and statutes. Foreclosure by advertisement is generally quicker and less expensive. Foreclosure by action is often used in special circumstances, including some instances in which additional remedies beyond the foreclosure itself are being exercised. Actions for the appointment of a receiver to collect and apply rents are often integrated into the foreclosure process. Under Minnesota law,

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in either a foreclosure by advertisement or by action on a commercial property as large as the related Mortgaged Property, the borrower has an absolute right to redeem within 12 months after the sheriff’s sale, if foreclosure was by advertisement or within 12 months after the date of the court order confirming the sale, if foreclosure was by action. The 12 month redemption period is a mandatory statutory provision that is not waivable either by the borrower or the mortgagee, whether in the Mortgage Loan Documents or prior to the sale in the foreclosure proceedings. During the period of redemption, unless a receiver has been appointed, the borrower retains the full right to possession and use of the income of the Mortgaged Property.

Under Minnesota law, in either a foreclosure by advertisement or by action on a commercial property as large as the related Mortgaged Property, the borrower has an absolute right to retain possession of the Mortgaged Property (subject to possible appointment of a receiver) and to redeem within 12 months after the sheriff’s sale, if foreclosure was by advertisement, or within 12 months after the date of a court order confirming the sale, if foreclosure was by action. The rights of redemption would defeat the title of any purchaser from the lender subsequent to foreclosure. The lender does not have the right to possession or marketable title to the Mortgaged Property until the redemption period expires. To redeem the Mortgaged Property from foreclosure, the borrower must pay the lender (a) the amount bid for the Mortgaged Property at the sale; (b) interest on the sale amount at the rate provided to be paid on the mortgage debt, but not to exceed 8%, if foreclosure by action, or interest on the sale amount at the rate provided to be paid on the Mortgage Loan, if foreclosure by advertisement; and (c) other amounts paid by the lender as allowed by statute for taxes, insurance and prior mortgage debts.

New York Law.    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 property. Even though recourse is available pursuant to the terms of the 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 properties are located may restrict the ability of either master servicer or either special servicer, as applicable, to realize on the mortgage loan and may adversely affect the amount and timing of receipts on the mortgage loan.

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.

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INDEX OF PRINCIPAL DEFINITIONS


777 Sunrise Highway B Loan S-138
777 Sunrise Highway Loan S-138
777 Sunrise Highway Loan Combination S-138
Administrative Fee Rate S-257
Advance Rate S-226
Advances S-225
Allocated Loan Amount S-155
Annual Debt Service S-142
Anticipated Repayment Date S-141
Appraisal Reduction Amount S-177, S-197
Appraisal Reduction Event S-197
Appraised Value S-142
ARD Loan S-141
Asset Status Report S-262
Assumed Final Distribution Date S-193
Assumed Scheduled Payment S-181
Authenticating Agent S-113
Available Funds S-175
B Loan S-116
BACM Series 2006-6 Pooling and Servicing Agreement S-125
BACM Series 2006-6 Servicer S-125, S-266
BACM Series 2006-6 Special Servicer S-125, S-266
BACM Series 2006-6 Trustee S-266
Balloon Balance S-142
Bank of America S-88
Bank of America Guidelines S-90
Bank of America Primary Servicer S-103
Bank of America Primary Servicing Agreement S-104
Bankruptcy Code S-99
Base Interest Fraction S-192
BCRE S-86
Casual Male HQ B Loan S-134
Casual Male HQ Control Appraisal Period S-135
Casual Male HQ Loan S-134
Casual Male HQ Loan Combination S-134
CBE S-216
Certificate Balance S-170
Certificate Owners S-202
Certificate Registrar S-113, S-200
Certificateholder S-200
Certificates S-170
Class S-170
Class A Certificates S-196
Class X Certificates S-170
Clearstream S-42, S-200
Clearstream Participants S-202
CMBS S-106
CMSA S-267
CMSA Investor Reporting Package S-269
Collection Account S-229
Collection Period S-177
Commission S-271
Companion Loan S-116
Companion Loan Securities S-230
Controlling Class S-259
Controlling Class Certificateholder S-260
Controlling Class Representative S-260
Corrected Mortgage Loan S-262
CPR S-206
Crossover Date S-191
Current LTV S-142
Custodian S-114, S-237
Cut-off Date S-116
Cut-off Date Balance S-116
Cut-off Date Loan-to-Value Ratio S-142
Cut-off Date LTV S-142
Cut-off Date LTV Ratio S-142
Debt Service Coverage Ratio S-145
Default Interest S-177
Default Rate S-177
Defaulted Mortgage Loan S-249
Defeasance S-158
Defeasance Collateral S-158
Defeasance Loans S-155
Defeasance Lock-Out Period S-155
Defeasance Option S-158
Defeasance Period S-155
Definitive Certificate S-200
Department S-274
Depositaries S-201
Determination Date S-177
Directing Holder S-260
Discount Rate S-156
Distribution Account S-229
Distribution Date S-174
Distribution Date Statement S-267
DSCR S-145
DTC S-42
Due Date S-180
ERISA S-274
ESA S-93

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Euroclear S-42
Euroclear Participants S-202
Events of Default S-245
Excess Interest S-230
Excess Liquidation Proceeds S-253
Exemption S-274
EZ Storage Portfolio Loan S-124
EZ Storage Portfolio Loan Combination S-124
EZ Storage Portfolio Pari Passu Loan S-124
FDIC S-100
First City Tower B Loan S-126
First City Tower B Loan Holder S-126
First City Tower Control Appraisal Event S-130
First City Tower Controlling Holder S-130
First City Tower Future Advances S-126
First City Tower Loan S-126
First City Tower Loan Combination S-126
First City Tower Loan Holder S-126
Fitch S-278
Form 8-K S-169
Fortress/Ryan’s Portfolio Loan S-131
Fortress/Ryan’s Portfolio Loan Combination S-131
Fortress/Ryan’s Portfolio Pari Passu Loan S-131
FPO Persons S-1
FSMA S-1
GAAP S-141
GACC S-86, S-115
GE S-93
GECC S-93
GEMSA S-95
GLA S-142
Grantor Trust Distribution Account S-229
Group 1 Principal Distribution Amount S-181
Group 2 Principal Distribution Amount S-181
Holders S-203
Indirect Participants S-201
Initial Loan Group 1 Balance S-116
Initial Loan Group 2 Balance S-116
Initial Outstanding Pool Balance S-116
Initial Rate S-141
Interest Accrual Amount S-177
Interest Accrual Period S-177
Interest Deposit S-176
Interest Deposit Amount S-176
Interest Rate S-143
Interest Reserve Account S-229
Interest Shortfall S-178
Liquidation Fee S-265
Liquidation Fee Rate S-265
Liquidation Proceeds S-265
Loan Combination S-116
Loan Group 1 S-116
Loan Group 2 S-116
Loan Groups S-116
Loan-to-Value Ratio S-142
Lock-Out Period S-155
Lower-Tier Regular Interests S-272
Lower-Tier REMIC S-272
LTV S-142
LTV Ratio at Maturity S-142
MAI S-121
Mall of America Loan S-122
Mall of America Loan Combination S-122
Mall of America Pari Passu Loan A-2 S-122
Mall of America Pari Passu Loan A-3 S-122
Mall of America Pari Passu Loans S-122
Master Servicer S-100
Master Servicer Prepayment Interest Shortfall S-195
Master Servicer Remittance Date S-223
Master Servicing Fee S-257
Master Servicing Fee Rate S-257
Midland S-100
Modeling Assumptions S-207
Modification S-254
Modified Mortgage Loan S-199
Monthly Payment S-176
Moody’s S-278
Mortgage S-117
Mortgage Loan S-116
Mortgage Loan Documents S-237
Mortgage Loan Purchase Agreement S-118
Mortgage Loan Purchase Agreements S-237
Mortgage Loans S-116
Mortgage Pool S-116
Mortgage Rate S-143, S-180
Mortgaged Properties S-116

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Mortgaged Property S-116
Net Default Interest S-177
Net Mortgage Pass-Through Rate S-180
Net Operating Income S-144
Net Prepayment Interest Excess S-196
Net Prepayment Interest Shortfall S-196
Net REO Proceeds S-176
NOI S-144
NOI Date S-144
nonqualified intermediary C-4
Nonrecoverable Advance S-227
Non-Serviced Mortgage Loan S-116
non-U.S. holder C-3
Note S-117
Notional Balance S-171
NRA S-143
OCC S-88
Occupancy As-of Date S-143
Occupancy Rate S-143
Offered Certificates S-170
OID Regulations S-273
Option Price S-250
Pads S-144
Pari Passu Companion Loan S-116
Participants S-200
Pass-Through Rate S-178
Paying Agent S-113
PCIS Persons S-2
Percentage Interest S-175
Plan S-274
Planned Principal Balance S-191
Pooling and Servicing Agreement S-222
Prepayment Interest Excess S-195
Prepayment Interest Shortfall S-195
Prepayment Premium S-157
Prime Rate S-226
Principal Balance Certificate S-170
Principal Balance Certificates S-170
Principal Distribution Amount S-181
Principal Prepayments S-176
Private Certificates S-170
Property Advances S-225
PTE S-40, S-274
Purchase Option S-250
P&I Advance S-223
qualified intermediary C-4
Qualified Substitute Mortgage Loan S-242
Rated Final Distribution Date S-18, S-193, S-278
Rating Agencies S-278
Realized Loss S-193
Record Date S-174
Related Proceeds S-227
Release Date S-158
Relevant Persons S-2
REMIC S-272
REMIC Regulations S-272
Removed Mortgage Loan S-241
REO Account S-170
REO Loan S-182
REO Property S-170
REO Tax S-253
Replacement Mortgage Loan S-241
Repurchase Price S-241
Request for Approval S-263
Reserve Accounts S-117
Restricted Group S-275
Revised Rate S-141
Rooms S-144
Rules S-202
Sabre Office Centre B Loan S-137
Sabre Office Centre Loan S-137
Sabre Office Centre Loan Combination S-137
Serviced Companion Loan S-116
Serviced Loan Combination S-116
Servicing Compensation S-257
Servicing Fee S-257
Servicing Fee Rate S-143, S-257
Servicing Standard S-223
Servicing Transfer Event S-261
Shoppes at Savannah B Loan S-137
Shoppes at Savannah Loan S-137
Shoppes at Savannah Loan Combination S-137
Similar Law S-274
Single-Tenant Mortgage Loan S-168
Small Loan Appraisal Estimate S-198
Special Servicing Fee S-264
Specially Serviced Mortgage Loan S-260
Sq. Ft S-143
Square Feet S-143
Stated Principal Balance S-194
Subordinate Certificates S-196
Sub-Servicing Entity S-246
Summit Park Apartments B Loan S-137
Summit Park Apartments Loan S-137
Summit Park Apartments Loan Combination S-137

S-283





S&P S-274
Term to Maturity S-143
Terms and Conditions S-202
Treasury Regulations S-272
Trust S-99
Trust Fund S-116
Trust REMICs S-272
Trustee S-111
Trustee Fee S-111
Trustee Fee Rate S-111
Underwriters S-276
Underwriting Agreement S-276
Underwritten NCF S-143
Underwritten NCF DSCR S-145
Underwritten Net Cash Flow S-143
Units S-144
Unliquidated Advance S-229
Unscheduled Payments S-176
Updated Appraisal S-199
Upper-Tier REMIC S-272
U.S S-94
U.S. person C-3
U.S. withholding agent C-3
UW NCF S-143
UW NCF DSCR S-145
UW Revenue S-145
Voting Rights S-249
Weighted Average Net Mortgage Pass-Through Rate S-180
Withheld Amounts S-229
Workout Fee S-264
Workout Fee Rate S-264
Workout-Delayed Reimbursement Amount S-228
Yield Maintenance Charge S-156
Yield Maintenance Loans S-156
Yield Maintenance Lock-Out Period S-155
Yield Maintenance Period S-156

S-284




[THIS PAGE INTENTIONALLY LEFT BLANK]




ANNEX A-1

Certain Characteristics of the Mortgage Loans

A-1-1






COMM 2006-C8

ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES



                                                                            % OF                      % OF APPLICABLE
                                                                        INITIAL POOL    LOAN GROUP       LOAN GROUP        # OF
  ID                         PROPERTY NAME                                 BALANCE        1 OR 2          BALANCE       PROPERTIES
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                   9.14%            1             11.11%           1
  2       Four Allen Center                                                 6.36%            1             7.73%            1
  3       EZ Storage Portfolio                                              3.97%            1             4.83%            48
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                      0.27%                          0.33%            1
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)            0.14%                          0.17%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                               0.13%                          0.16%            1
 3.4      EZ Storage Portfolio - Southfield, MI                             0.13%                          0.16%            1
 3.5      EZ Storage Portfolio - Lynnfield, MA                              0.13%                          0.16%            1
 3.6      EZ Storage Portfolio - Eastpointe, MI                             0.12%                          0.15%            1
 3.7      EZ Storage Portfolio - Warren, MI                                 0.12%                          0.14%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                         0.10%                          0.12%            1
 3.9      EZ Storage Portfolio - Troy, MI                                   0.09%                          0.12%            1
 3.10     EZ Storage Portfolio - Redford, MI                                0.09%                          0.12%            1
 3.11     EZ Storage Portfolio - Peabody,  MA                               0.09%                          0.11%            1
 3.12     EZ Storage Portfolio - Tewksbury, MA                              0.09%                          0.11%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                              0.09%                          0.11%            1
 3.14     EZ Storage Portfolio - South Euclid, OH                           0.09%                          0.11%            1
 3.15     EZ Storage Portfolio - Rochester Hills, MI                        0.09%                          0.11%            1
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)         0.09%                          0.11%            1
 3.17     EZ Storage Portfolio - Warwick, RI                                0.09%                          0.10%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)         0.08%                          0.10%            1
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                       0.08%                          0.10%            1
 3.20     EZ Storage Portfolio - Grand River, MI                            0.08%                          0.10%            1
 3.21     EZ Storage Portfolio - Shrewsbury, MA                             0.08%                          0.10%            1
 3.22     EZ Storage Portfolio - Chelmsford, MA                             0.08%                          0.10%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                                0.08%                          0.09%            1
 3.24     EZ Storage Portfolio - Auburn Hills, MI                           0.08%                          0.09%            1
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                       0.08%                          0.09%            1
 3.26     EZ Storage Portfolio - Livonia, MI                                0.08%                          0.09%            1
 3.27     EZ Storage Portfolio - Lincoln Park, MI                           0.07%                          0.09%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)            0.07%                          0.09%            1
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)           0.07%                          0.08%            1
 3.30     EZ Storage Portfolio - Reading, OH                                0.07%                          0.08%            1
 3.31     EZ Storage Portfolio - Center Line, MI                            0.07%                          0.08%            1
 3.32     EZ Storage Portfolio - Dearborn, MI                               0.07%                          0.08%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)            0.07%                          0.08%            1
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)         0.07%                          0.08%            1
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                      0.07%                          0.08%            1
 3.36     EZ Storage Portfolio - Taylor, MI                                 0.07%                          0.08%            1
 3.37     EZ Storage Portfolio - Woodbury, MN                               0.06%                          0.08%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)              0.06%                          0.08%            1
 3.39     EZ Storage Portfolio - Eagan, MN                                  0.06%                          0.07%            1
 3.40     EZ Storage Portfolio - New Brighton, MN                           0.06%                          0.07%            1
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)       0.06%                          0.07%            1
 3.42     EZ Storage Portfolio - North Bend, OH                             0.06%                          0.07%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                       0.06%                          0.07%            1
 3.44     EZ Storage Portfolio - Sterling Heights, MI                       0.05%                          0.06%            1
 3.45     EZ Storage Portfolio - Marsh Lane, TX                             0.04%                          0.05%            1
 3.46     EZ Storage Portfolio - Burnsville, MN                             0.04%                          0.05%            1
 3.47     EZ Storage Portfolio - Coon Rapids, MN                            0.04%                          0.05%            1
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                        0.04%                          0.04%            1
  4       JQH Hotel Portfolio                                               3.31%            1             4.02%            5
 4.1      Embassy Suites Frisco                                             1.41%                          1.72%            1
 4.2      Embassy Suites Hampton                                            0.72%                          0.88%            1
 4.3      Embassy Suites Hot Springs                                        0.71%                          0.86%            1
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                                   0.25%                          0.30%            1
 4.5      Courtyard by Marriott Junction City                               0.22%                          0.27%            1
          Manhattan Office Portfolio                                        2.81%            1             3.41%            2
  5       369 Lexington Avenue                                              1.59%            1             1.93%            1
  6       2 West 46th Street                                                1.22%            1             1.48%            1
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                                  2.46%            1             2.99%            1
  8       Victoria Ward Industrial, Gateway & Village                       2.34%            1             2.85%            1
  9       Sierra Vista Mall                                                 2.06%            1             2.50%            1
  10      Morgan Resort Portfolio                                           2.00%            1             2.43%            12
 10.1     Buena Vista Resort                                                0.34%                          0.41%            1
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                 0.29%                          0.35%            1
 10.3     Crystal Lake Resort                                               0.21%                          0.26%            1
 10.4     Yogi Jellystone Resort OH                                         0.20%                          0.24%            1
 10.5     Grand Lakes Resort                                                0.18%                          0.22%            1
 10.6     Mountain Pines Resort                                             0.15%                          0.19%            1
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                0.13%                          0.15%            1
 10.8     Three Lakes Resort                                                0.12%                          0.15%            1
 10.9     Blueberry Hill Resort FL                                          0.10%                          0.13%            1
10.10     Blueberry Resort NJ                                               0.10%                          0.12%            1
10.11     Coldbrook Resort                                                  0.09%                          0.11%            1
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                         0.09%                          0.11%            1
  11      Scottsdale 101                                                    1.85%            1             2.25%            1
  12      JPIM Self Storage Portfolio                                       1.76%            1             2.14%            14
 12.1     Waipahu                                                           0.31%                          0.37%            1
 12.2     San Francisco                                                     0.20%                          0.25%            1
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                       0.19%                          0.23%            1
 12.4     Metairie                                                          0.16%                          0.19%            1
 12.5     Philadelphia                                                      0.14%                          0.18%            1
 12.6     Berkeley                                                          0.13%                          0.16%            1
 12.7     Kingwood                                                          0.13%                          0.15%            1
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                        0.12%                          0.14%            1
 12.9     Los Angeles                                                       0.11%                          0.13%            1
12.10     Vallejo                                                           0.09%                          0.11%            1
12.11     Bedford                                                           0.05%                          0.06%            1
12.12     West Palm Beach                                                   0.05%                          0.06%            1
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                        0.05%                          0.05%            1
12.14     Euless                                                            0.04%                          0.05%            1
  13      Broward Multifamily Portfolio                                     1.72%            2             9.68%            2
 13.1     Water's Edge                                                      0.89%                          5.02%            1
 13.2     Southern Pointe                                                   0.83%                          4.66%            1
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                         1.71%            1             2.08%           130
 14.1     Ryans                                                             0.02%                          0.03%            1
 14.2     Ryans                                                             0.02%                          0.03%            1
 14.3     Fire Mountain                                                     0.02%                          0.02%            1
 14.4     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                     0.02%                          0.02%            1
 14.6     Ryans                                                             0.02%                          0.02%            1
 14.7     Ryans                                                             0.02%                          0.02%            1
 14.8     Ryans                                                             0.02%                          0.02%            1
 14.9     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                             0.02%                          0.02%            1
14.11     Ryans                                                             0.02%                          0.02%            1
14.12     Ryans                                                             0.02%                          0.02%            1
14.13     Ryans                                                             0.02%                          0.02%            1
14.14     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                                0.02%                          0.02%            1
14.16     Ryans                                                             0.02%                          0.02%            1
14.17     Ryans                                                             0.02%                          0.02%            1
14.18     Ryans                                                             0.02%                          0.02%            1
14.19     Fire Mountain                                                     0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                             0.02%                          0.02%            1
14.21     Ryans                                                             0.02%                          0.02%            1
14.22     Ryans                                                             0.02%                          0.02%            1
14.23     Ryans                                                             0.02%                          0.02%            1
14.24     Fire Mountain                                                     0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                             0.02%                          0.02%            1
14.26     Fire Mountain                                                     0.02%                          0.02%            1
14.27     Ryans                                                             0.02%                          0.02%            1
14.28     Fire Mountain                                                     0.02%                          0.02%            1
14.29     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                     0.02%                          0.02%            1
14.31     Ryans                                                             0.02%                          0.02%            1
14.32     Ryans                                                             0.02%                          0.02%            1
14.33     Fire Mountain                                                     0.02%                          0.02%            1
14.34     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                     0.02%                          0.02%            1
14.36     Ryans                                                             0.02%                          0.02%            1
14.37     Fire Mountain                                                     0.02%                          0.02%            1
14.38     Ryans                                                             0.02%                          0.02%            1
14.39     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                             0.02%                          0.02%            1
14.41     Ryans                                                             0.02%                          0.02%            1
14.42     Fire Mountain                                                     0.02%                          0.02%            1
14.43     Ryans                                                             0.02%                          0.02%            1
14.44     Ryans                                                             0.02%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                             0.02%                          0.02%            1
14.46     Ryans                                                             0.01%                          0.02%            1
14.47     Fire Mountain                                                     0.01%                          0.02%            1
14.48     Ryans                                                             0.01%                          0.02%            1
14.49     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                             0.01%                          0.02%            1
14.51     Fire Mountain                                                     0.01%                          0.02%            1
14.52     Fire Mountain                                                     0.01%                          0.02%            1
14.53     Ryans                                                             0.01%                          0.02%            1
14.54     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                             0.01%                          0.02%            1
14.56     Ryans                                                             0.01%                          0.02%            1
14.57     Ryans                                                             0.01%                          0.02%            1
14.58     Ryans                                                             0.01%                          0.02%            1
14.59     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                             0.01%                          0.02%            1
14.61     Fire Mountain                                                     0.01%                          0.02%            1
14.62     Fire Mountain                                                     0.01%                          0.02%            1
14.63     Ryans                                                             0.01%                          0.02%            1
14.64     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                     0.01%                          0.02%            1
14.66     Ryans                                                             0.01%                          0.02%            1
14.67     Ryans                                                             0.01%                          0.02%            1
14.68     Fire Mountain                                                     0.01%                          0.02%            1
14.69     Fire Mountain                                                     0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                             0.01%                          0.02%            1
14.71     Ryans                                                             0.01%                          0.02%            1
14.72     Ryans                                                             0.01%                          0.02%            1
14.73     Fire Mountain                                                     0.01%                          0.02%            1
14.74     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                             0.01%                          0.02%            1
14.76     Ryans                                                             0.01%                          0.02%            1
14.77     Ryans                                                             0.01%                          0.02%            1
14.78     Ryans                                                             0.01%                          0.02%            1
14.79     Fire Mountain                                                     0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                             0.01%                          0.02%            1
14.81     Fire Mountain                                                     0.01%                          0.02%            1
14.82     Fire Mountain                                                     0.01%                          0.02%            1
14.83     Ryans                                                             0.01%                          0.02%            1
14.84     Fire Mountain                                                     0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                             0.01%                          0.02%            1
14.86     Ryans                                                             0.01%                          0.02%            1
14.87     Ryans                                                             0.01%                          0.02%            1
14.88     Ryans                                                             0.01%                          0.02%            1
14.89     Ryans                                                             0.01%                          0.02%            1
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                             0.01%                          0.02%            1
14.91     Ryans                                                             0.01%                          0.02%            1
14.92     Fire Mountain                                                     0.01%                          0.02%            1
14.93     Ryans                                                             0.01%                          0.02%            1
14.94     Ryans                                                             0.01%                          0.01%            1
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                             0.01%                          0.01%            1
14.96     Fire Mountain                                                     0.01%                          0.01%            1
14.97     Ryans                                                             0.01%                          0.01%            1
14.98     Fire Mountain                                                     0.01%                          0.01%            1
14.99     Ryans                                                             0.01%                          0.01%            1
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                             0.01%                          0.01%            1
14.101    Ryans                                                             0.01%                          0.01%            1
14.102    Ryans                                                             0.01%                          0.01%            1
14.103    Ryans                                                             0.01%                          0.01%            1
14.104    Ryans                                                             0.01%                          0.01%            1
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                     0.01%                          0.01%            1
14.106    Fire Mountain                                                     0.01%                          0.01%            1
14.107    Ryans                                                             0.01%                          0.01%            1
14.108    Ryans                                                             0.01%                          0.01%            1
14.109    Fire Mountain                                                     0.01%                          0.01%            1
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                             0.01%                          0.01%            1
14.111    Ryans                                                             0.01%                          0.01%            1
14.112    Ryans                                                             0.01%                          0.01%            1
14.113    Ryans                                                             0.01%                          0.01%            1
14.114    Ryans                                                             0.01%                          0.01%            1
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                             0.00%                          0.00%            1
14.116    Ryans                                                             0.00%                          0.00%            1
14.117    Ryans                                                             0.00%                          0.00%            1
14.118    Home Town Buffet                                                  0.00%                          0.00%            1
14.119    Ryans                                                             0.00%                          0.00%            1
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                     0.00%                          0.00%            1
14.121    Fire Mountain                                                     0.00%                          0.00%            1
14.122    Home Town Buffet                                                  0.00%                          0.00%            1
14.123    Ryans                                                             0.00%                          0.00%            1
14.124    Ryans                                                             0.00%                          0.00%            1
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                  0.00%                          0.00%            1
14.126    Home Town Buffet                                                  0.00%                          0.00%            1
14.127    Ryans                                                             0.00%                          0.00%            1
14.128    Old Country Buffet                                                0.00%                          0.00%            1
14.129    Old Country Buffet                                                0.00%                          0.00%            1
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                             0.00%                          0.00%            1
  15      Empirian Chesapeake                                               1.67%            1             2.03%            1
          Carlson Hotel Portfolio                                           1.62%            1             1.96%            3
  16      Carlson Bloomington and Philadelphia                              0.90%            1             1.09%            2
 16.1     Country Inn & Suites Mall of America                              0.56%                          0.68%            1
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                  0.34%                          0.42%            1
  17      Carlson Radisson Lord Baltimore                                   0.72%            1             0.87%            1
  18      Golf Mill Shopping Center                                         1.38%            1             1.67%            1
  19      300 7th Street                                                    1.35%            1             1.64%            1
  20      Bawabeh VII - Banco Popular                                       1.10%            1             1.34%            1
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                        1.06%            1             1.29%            1
  22      Westin Portland                                                   1.06%            1             1.29%            1
  23      Shoppes at Dadeland                                               1.03%            1             1.26%            1
  24      Montego Bay Apartments                                            1.01%            2             5.68%            1
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                  0.96%            1             1.17%            3
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                 0.41%                          0.50%            1
 25.2     Indian Creek Resort                                               0.38%                          0.47%            1
 25.3     Wagon Wheel Resort                                                0.16%                          0.20%            1
  26      Longford Medical Center                                           0.96%            1             1.17%            1
  27      Hampton Inn Manhattan                                             0.95%            1             1.16%            1
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                 0.93%            1             1.13%            1
  29      North Bronx Portfolio                                             0.93%            2             5.23%            10
 29.1     3018 Heath Avenue                                                 0.13%                          0.71%            1
 29.2     2770-80 Kingsbridge Terrace                                       0.12%                          0.68%            1
 29.3     1576 Taylor Avenue                                                0.11%                          0.62%            1
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                              0.10%                          0.55%            1
 29.5     2500 University Avenue                                            0.09%                          0.53%            1
 29.6     2505 Aqueduct Avenue                                              0.09%                          0.50%            1
 29.7     2785 Sedgwick Avenue                                              0.08%                          0.45%            1
 29.8     3215 Holland Avenue                                               0.07%                          0.42%            1
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                               0.07%                          0.42%            1
29.10     2264 Grand Avenue                                                 0.06%                          0.35%            1
  30      Links at Madison County                                           0.88%            2             4.94%            1
  31      Fort Collins Marriott Portfolio                                   0.86%            1             1.05%            3
 31.1     Fort Collins Marriott                                             0.46%                          0.55%            1
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                        0.23%                          0.28%            1
 31.3     Courtyard Fort Collins                                            0.18%                          0.22%            1
  32      Regions Center                                                    0.85%            1             1.03%            1
  33      Casual Male HQ                                                    0.84%            1             1.02%            1
  34      Heron Cay MHP                                                     0.81%            2             4.58%            1
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                            0.74%            2             4.18%            1
  36      C&S Grocers, Inc. Building                                        0.74%            1             0.90%            1
  37      Links at Stillwater                                               0.73%            2             4.12%            1
  38      Skylark Pointe                                                    0.72%            2             4.06%            1
  39      Villa Lucia Apartments                                            0.72%            1             0.87%            1
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                0.69%            1             0.84%            1
  41      The Park at Spanish Ridge                                         0.69%            1             0.84%            2
 41.1     8912 Spanish Ridge Avenue                                         0.44%                          0.54%            1
 41.2     8918 Spanish Ridge Avenue                                         0.25%                          0.30%            1
  42      Greens on Blossom Way                                             0.69%            2             3.88%            1
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                  0.69%            1             0.84%            1
  44      Morningstar Apartments                                            0.68%            1             0.82%            1
  45      CityPlace II                                                      0.66%            1             0.80%            1
  46      Hotel Lucia                                                       0.66%            1             0.80%            1
          Annunziata Multifamily Portfolio                                  0.65%            1             0.80%            9
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                          0.39%            1             0.47%            5
 47.1     3 West 87th Street                                                0.12%                          0.15%            1
 47.2     141 West 72nd Street                                              0.10%                          0.12%            1
 47.3     113 West 70th Street                                              0.07%                          0.08%            1
 47.4     254 West 71st Street                                              0.05%                          0.06%            1
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                              0.05%                          0.06%            1
  48      Annunziata Portfolio I                                            0.18%            1             0.21%            2
 48.1     406 East 64th Street                                              0.10%                          0.13%            1
 48.2     304 East 89th Street                                              0.07%                          0.09%            1
  49      Annunziata Portfolio II                                           0.09%            1             0.11%            2
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                             0.05%                          0.06%            1
 49.2     462 West 51st Street                                              0.04%                          0.05%            1
  50      Wellington Place                                                  0.62%            2             3.51%            1
  51      Hotel Max                                                         0.59%            1             0.72%            1
  52      University Commons - Bloomington                                  0.59%            1             0.72%            1
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                        0.58%            1             0.71%            1
  54      Physicians Medical Center of Baton Rouge                          0.54%            1             0.66%            1
  55      Minnesota Office Building                                         0.53%            1             0.64%            1
  56      Home Interiors & Gifts                                            0.50%            1             0.61%            1
  57      Cambridge at Southern                                             0.49%            2             2.75%            1
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                       0.46%            2             2.61%            1
  59      Sabre Office Centre                                               0.46%            1             0.55%            1
  60      Colony Woods                                                      0.45%            2             2.55%            1
  61      Mission Hills Shopping Center                                     0.44%            1             0.54%            1
  62      University Commons - Urbana                                       0.44%            2             2.48%            1
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                 0.43%            1             0.53%            1
  64      Lake Laurie and Lake George Resorts                               0.43%            1             0.52%            2
 64.1     Lake Laurie Resort                                                0.33%                          0.40%            1
 64.2     Lake George Resort                                                0.11%                          0.13%            1
  65      Hawthorn Suites San Antonio Riverwalk                             0.43%            1             0.52%            1
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                      0.43%            2             2.43%            1
  67      University Commons - Eugene                                       0.43%            2             2.41%            1
  68      Atlantic Crossings                                                0.42%            1             0.51%            1
  69      17320 Gale Avenue                                                 0.41%            1             0.50%            1
  70      Towne South Center                                                0.41%            1             0.50%            1
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                  0.39%            2             2.20%            1
  72      Embarcadero Club Apartments                                       0.39%            2             2.19%            1
  73      Embarcadero Business Park                                         0.37%            1             0.45%            1
  74      Arcadia Park Apartments                                           0.36%            2             2.03%            1
  75      Casa de Luna                                                      0.35%            2             1.97%            1
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                       0.34%            2             1.94%            2
 76.1     208-210 East Seventh Street                                       0.19%                          1.05%            1
 76.2     114-116 East First Street                                         0.16%                          0.89%            1
  77      Vero Palm MHP                                                     0.33%            2             1.84%            1
  78      500 Victory Road                                                  0.32%            1             0.39%            1
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                 0.32%            1             0.39%            1
  80      Safety Storage portfolio                                          0.31%            1             0.38%            5
 80.1     Martin City                                                       0.09%                          0.10%            1
 80.2     Pleasant Valley                                                   0.07%                          0.08%            1
 80.3     Independence South                                                0.07%                          0.08%            1
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                      0.05%                          0.06%            1
 80.5     Olathe                                                            0.04%                          0.05%            1
  81      Country Inn & Suites Calabasas                                    0.30%            1             0.37%            1
  82      Rio Verde MHC-IPG                                                 0.30%            2             1.72%            1
  83      Valencia Medical Building                                         0.30%            1             0.37%            1
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                              0.30%            1             0.36%            1
  85      Stonebridge Medical Center                                        0.30%            1             0.36%            1
  86      290 Madison Avenue                                                0.29%            1             0.35%            1
  87      Marrietta Plaza                                                   0.28%            1             0.34%            1
  88      Designer Outlet Center                                            0.28%            1             0.33%            1
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                             0.27%            2             1.55%            1
  90      266 Washington Avenue                                             0.26%            2             1.49%            1
  91      Hampton Inn Salt Lake City                                        0.26%            1             0.32%            1
  92      Summit Park Apartments                                            0.26%            2             1.49%            1
  93      Capistrano Self Storage                                           0.26%            1             0.32%            1
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                  0.26%            2             1.45%            1
  95      Shoppes at Savannah                                               0.25%            1             0.31%            1
  96      Mesa Gardens                                                      0.25%            2             1.43%            1
  97      Raymour & Flanigan Paramus                                        0.25%            1             0.31%            1
  98      Office Max Plaza - Scottsdale                                     0.25%            1             0.30%            1
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                             0.24%            1             0.30%            1
 100      Lake Lucerne Towers                                               0.24%            2             1.36%            1
 101      Vestin Corporate Center                                           0.24%            1             0.29%            1
 102      Gwinnett Medical Office                                           0.24%            1             0.29%            1
 103      Marks Portfolio                                                   0.24%            1             0.29%            3
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                              0.17%                          0.20%            1
103.2     122 East 25th Street                                              0.04%                          0.05%            1
103.3     22 Warren Street                                                  0.03%                          0.04%            1
 104      5 Enterprise Drive                                                0.23%            1             0.28%            1
 105      Bay Court Plaza                                                   0.23%            1             0.28%            1
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                        0.23%            1             0.28%            1
 107      Warner Palms Apartments                                           0.23%            2             1.28%            1
 108      Marsh Store 01                                                    0.22%            1             0.26%            1
 109      Lock Up Portfolio                                                 0.21%            1             0.26%            3
109.1     Lock Up - Wheeling                                                0.08%                          0.09%            1
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                                0.07%                          0.08%            1
109.3     Lock Up - Bolingbrook                                             0.07%                          0.08%            1
 110      Garden Grove Shopping Center                                      0.21%            1             0.25%            1
 111      Gold Coast Business Center                                        0.20%            1             0.25%            1
 112      Marsh Store 03                                                    0.20%            1             0.24%            1
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                                 0.20%            2             1.12%            1
 114      East Wintonbury Apartments                                        0.20%            2             1.12%            1
 115      Hawthorne Suites - Champaign, IL                                  0.20%            1             0.24%            1
 116      River Crossing                                                    0.19%            2             1.08%            1
 117      Park Avenue Villas                                                0.19%            2             1.08%            1
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                             0.19%            1             0.23%            1
 119      Mission Self Storage                                              0.18%            1             0.22%            1
 120      Sweetwater & Sugar Lakes                                          0.17%            1             0.21%            2
120.1     Sweetwater                                                        0.12%                          0.15%            1
120.2     Sugar Lakes                                                       0.05%                          0.06%            1
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                                0.17%            1             0.21%            1
 122      Pines at Lanier                                                   0.17%            2             0.96%            1
 123      Fairways Apartments                                               0.17%            2             0.96%            1
 124      Marsh Store 101                                                   0.17%            1             0.21%            1
 125      5151 Tyler Lakes Boulevard                                        0.17%            1             0.20%            1
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                            0.16%            1             0.20%            1
 127      1 North Central Avenue                                            0.16%            1             0.20%            1
 128      Fairfield Inn Manhattan KS                                        0.16%            1             0.20%            1
 129      Marina Lakes Office Building                                      0.16%            1             0.19%            1
 130      Murray Hill Office Center                                         0.15%            1             0.18%            1
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                   0.15%            1             0.18%            1
 132      Bloomington Self Storage                                          0.14%            1             0.17%            1
 133      Signature Place                                                   0.14%            1             0.17%            1
 134      Planters Run Apartments                                           0.14%            2             0.79%            1
 135      Westchase Plaza                                                   0.14%            1             0.17%            1
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                                0.14%            1             0.17%            2
136.1     Lake Shore                                                        0.09%                          0.11%            1
136.2     Willow Club Estates                                               0.04%                          0.05%            1
 137      Community Self-Storage                                            0.14%            1             0.16%            1
 138      Parliament Bend                                                   0.14%            2             0.76%            1
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                                0.13%            1             0.16%            2
139.1     Sunset Heights                                                    0.07%                          0.09%            1
139.2     Timberline                                                        0.06%                          0.07%            1
 140      Country Inn & Suites - Asheville                                  0.13%            1             0.16%            1
 141      River View Plaza                                                  0.13%            1             0.16%            1
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                        0.13%            1             0.16%            1
 143      Crystal Pointe                                                    0.12%            1             0.15%            1
 144      Holiday Inn Express-Lexington SC                                  0.12%            1             0.14%            1
 145      Linkside Apartments                                               0.12%            2             0.67%            1
 146      Town Center- Sugarland                                            0.12%            1             0.14%            1
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                             0.12%            1             0.14%            1
 148      29 Barstow Road                                                   0.11%            1             0.14%            1
 149      York Green                                                        0.11%            1             0.14%            1
 150      777 Sunrise Highway                                               0.11%            1             0.14%            1
 151      Storage One Durango                                               0.11%            1             0.13%            1
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                            0.11%            1             0.13%            1
 153      Noah's Ark Self Storage Hwy 281                                   0.11%            1             0.13%            1
 154      Walgreen's at Traverse City                                       0.11%            1             0.13%            1
 155      Terrace View Apartments                                           0.10%            2             0.57%            1
 156      Apache MHC                                                        0.10%            2             0.56%            1
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                                0.10%            1             0.12%            1
 158      Eagle Ridge Apartments                                            0.09%            1             0.11%            1
 159      Indianola: North American & Parkside                              0.09%            2             0.52%            2
159.1     North American                                                    0.06%                          0.33%            1
159.2     Parkside                                                          0.03%                          0.19%            1
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                        0.08%            1             0.10%            1
 161      27754 Novi Road                                                   0.08%            1             0.10%            1
 162      PETsMART Store                                                    0.08%            1             0.10%            1
 163      San Pedro Plaza                                                   0.07%            1             0.09%            1
 164      Hollywood Mini Storage                                            0.07%            1             0.08%            1
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                   0.07%            2             0.37%            1
 166      Contempo MHC                                                      0.07%            2             0.37%            1
 167      Walgreens Milsboro                                                0.06%            1             0.08%            1
 168      A-1 Secure Storage                                                0.06%            1             0.08%            1
 169      Lee Plaza                                                         0.05%            1             0.06%            1
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                          0.05%            1             0.06%            1
 171      Commercial Menaul                                                 0.05%            1             0.06%            1
 172      Pine Haven Mobile Home Park                                       0.04%            1             0.05%            1
 173      3391 Berlin Turnpike                                              0.04%            1             0.04%            1


                                                                        MORTGAGE                      CUT-OFF
                                                                          LOAN        ORIGINAL          DATE        MATURITY / ARD
  ID                            PROPERTY NAME                          SELLER (1)     BALANCE         BALANCE          BALANCE
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                GACC       $345,000,000    $345,000,000      $345,000,000
  2       Four Allen Center                                              GACC        240,000,000     240,000,000       240,000,000
  3       EZ Storage Portfolio                                           BofA        150,000,000     150,000,000       150,000,000
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                   BofA         10,212,957      10,212,957
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)         BofA          5,243,497       5,243,497
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                            BofA          5,075,803       5,075,803
 3.4      EZ Storage Portfolio - Southfield, MI                          BofA          4,883,569       4,883,569
 3.5      EZ Storage Portfolio - Lynnfield, MA                           BofA          4,867,208       4,867,208
 3.6      EZ Storage Portfolio - Eastpointe, MI                          BofA          4,613,623       4,613,623
 3.7      EZ Storage Portfolio - Warren, MI                              BofA          4,450,019       4,450,019
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                      BofA          3,587,010       3,587,010
 3.9      EZ Storage Portfolio - Troy, MI                                BofA          3,574,740       3,574,740
 3.10     EZ Storage Portfolio - Redford, MI                             BofA          3,574,740       3,574,740
 3.11     EZ Storage Portfolio - Peabody,  MA                            BofA          3,558,379       3,558,379
 3.12     EZ Storage Portfolio - Tewksbury, MA                           BofA          3,456,127       3,456,127
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                           BofA          3,394,776       3,394,776
 3.14     EZ Storage Portfolio - South Euclid, OH                        BofA          3,394,776       3,394,776
 3.15     EZ Storage Portfolio - Rochester Hills, MI                     BofA          3,370,235       3,370,235
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)      BofA          3,329,334       3,329,334
 3.17     EZ Storage Portfolio - Warwick, RI                             BofA          3,214,812       3,214,812
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)      BofA          3,173,911       3,173,911
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                    BofA          3,112,559       3,112,559
 3.20     EZ Storage Portfolio - Grand River, MI                         BofA          3,047,118       3,047,118
 3.21     EZ Storage Portfolio - Shrewsbury, MA                          BofA          3,014,397       3,014,397
 3.22     EZ Storage Portfolio - Chelmsford, MA                          BofA          2,989,857       2,989,857
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                             BofA          2,944,866       2,944,866
 3.24     EZ Storage Portfolio - Auburn Hills, MI                        BofA          2,920,325       2,920,325
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                    BofA          2,920,325       2,920,325
 3.26     EZ Storage Portfolio - Livonia, MI                             BofA          2,912,145       2,912,145
 3.27     EZ Storage Portfolio - Lincoln Park, MI                        BofA          2,818,073       2,818,073
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)         BofA          2,797,622       2,797,622
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)        BofA          2,629,929       2,629,929
 3.30     EZ Storage Portfolio - Reading, OH                             BofA          2,548,127       2,548,127
 3.31     EZ Storage Portfolio - Center Line, MI                         BofA          2,544,037       2,544,037
 3.32     EZ Storage Portfolio - Dearborn, MI                            BofA          2,544,037       2,544,037
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)         BofA          2,535,856       2,535,856
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)      BofA          2,511,316       2,511,316
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                   BofA          2,494,956       2,494,956
 3.36     EZ Storage Portfolio - Taylor, MI                              BofA          2,490,865       2,490,865
 3.37     EZ Storage Portfolio - Woodbury, MN                            BofA          2,437,694       2,437,694
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)           BofA          2,380,433       2,380,433
 3.39     EZ Storage Portfolio - Eagan, MN                               BofA          2,286,361       2,286,361
 3.40     EZ Storage Portfolio - New Brighton, MN                        BofA          2,278,181       2,278,181
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)    BofA          2,135,028       2,135,028
 3.42     EZ Storage Portfolio - North Bend, OH                          BofA          2,090,037       2,090,037
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                    BofA          2,077,766       2,077,766
 3.44     EZ Storage Portfolio - Sterling Heights, MI                    BofA          1,901,892       1,901,892
 3.45     EZ Storage Portfolio - Marsh Lane, TX                          BofA          1,460,163       1,460,163
 3.46     EZ Storage Portfolio - Burnsville, MN                          BofA          1,415,172       1,415,172
 3.47     EZ Storage Portfolio - Coon Rapids, MN                         BofA          1,411,081       1,411,081
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                     BofA          1,374,271       1,374,271
  4       JQH Hotel Portfolio                                            BCRE        125,000,000     125,000,000       109,560,803
 4.1      Embassy Suites Frisco                                          BCRE         53,300,000      53,300,000
 4.2      Embassy Suites Hampton                                         BCRE         27,200,000      27,200,000
 4.3      Embassy Suites Hot Springs                                     BCRE         26,800,000      26,800,000
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                                BCRE          9,400,000       9,400,000
 4.5      Courtyard by Marriott Junction City                            BCRE          8,300,000       8,300,000
          Manhattan Office Portfolio                                     GACC        106,000,000     106,000,000       101,754,034
  5       369 Lexington Avenue                                           GACC         60,000,000      60,000,000        55,754,034
  6       2 West 46th Street                                             GACC         46,000,000      46,000,000        46,000,000
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                               BCRE         93,000,000      93,000,000        93,000,000
  8       Victoria Ward Industrial, Gateway & Village                    BofA         88,500,000      88,500,000        88,500,000
  9       Sierra Vista Mall                                              GACC         77,777,777      77,777,777        77,777,777
  10      Morgan Resort Portfolio                                        BCRE         75,500,000      75,500,000        72,145,217
 10.1     Buena Vista Resort                                             BCRE         12,850,000      12,850,000
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                              BCRE         10,875,000      10,875,000
 10.3     Crystal Lake Resort                                            BCRE          8,000,000       8,000,000
 10.4     Yogi Jellystone Resort OH                                      BCRE          7,450,000       7,450,000
 10.5     Grand Lakes Resort                                             BCRE          6,800,000       6,800,000
 10.6     Mountain Pines Resort                                          BCRE          5,850,000       5,850,000
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                             BCRE          4,750,000       4,750,000
 10.8     Three Lakes Resort                                             BCRE          4,550,000       4,550,000
 10.9     Blueberry Hill Resort FL                                       BCRE          3,950,000       3,950,000
10.10     Blueberry Resort NJ                                            BCRE          3,700,000       3,700,000
10.11     Coldbrook Resort                                               BCRE          3,400,000       3,400,000
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                      BCRE          3,325,000       3,325,000
  11      Scottsdale 101                                                 GACC         70,000,000      70,000,000        70,000,000
  12      JPIM Self Storage Portfolio                                    BCRE         66,400,000      66,400,000        66,400,000
 12.1     Waipahu                                                        BCRE         11,560,000      11,560,000
 12.2     San Francisco                                                  BCRE          7,700,000       7,700,000
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                    BCRE          7,090,000       7,090,000
 12.4     Metairie                                                       BCRE          5,890,000       5,890,000
 12.5     Philadelphia                                                   BCRE          5,470,000       5,470,000
 12.6     Berkeley                                                       BCRE          5,050,000       5,050,000
 12.7     Kingwood                                                       BCRE          4,780,000       4,780,000
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                     BCRE          4,410,000       4,410,000
 12.9     Los Angeles                                                    BCRE          4,040,000       4,040,000
12.10     Vallejo                                                        BCRE          3,470,000       3,470,000
12.11     Bedford                                                        BCRE          1,930,000       1,930,000
12.12     West Palm Beach                                                BCRE          1,750,000       1,750,000
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                     BCRE          1,700,000       1,700,000
12.14     Euless                                                         BCRE          1,560,000       1,560,000
  13      Broward Multifamily Portfolio                                  GACC         64,800,000      64,800,000        64,800,000
 13.1     Water's Edge                                                   GACC         33,600,000      33,600,000
 13.2     Southern Pointe                                                GACC         31,200,000      31,200,000
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                      GACC         64,515,000      64,515,000        57,175,776
 14.1     Ryans                                                          GACC            916,992         916,992
 14.2     Ryans                                                          GACC            790,782         790,782
 14.3     Fire Mountain                                                  GACC            757,258         757,258
 14.4     Ryans                                                          GACC            755,264         755,264
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                  GACC            743,217         743,217
 14.6     Ryans                                                          GACC            722,924         722,924
 14.7     Ryans                                                          GACC            716,970         716,970
 14.8     Ryans                                                          GACC            715,076         715,076
 14.9     Ryans                                                          GACC            706,788         706,788
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                          GACC            687,368         687,368
14.11     Ryans                                                          GACC            685,424         685,424
14.12     Ryans                                                          GACC            682,344         682,344
14.13     Ryans                                                          GACC            677,833         677,833
14.14     Ryans                                                          GACC            674,099         674,099
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                             GACC            665,069         665,069
14.16     Ryans                                                          GACC            660,236         660,236
14.17     Ryans                                                          GACC            655,979         655,979
14.18     Ryans                                                          GACC            649,895         649,895
14.19     Fire Mountain                                                  GACC            648,797         648,797
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                          GACC            642,646         642,646
14.21     Ryans                                                          GACC            631,048         631,048
14.22     Ryans                                                          GACC            625,483         625,483
14.23     Ryans                                                          GACC            624,023         624,023
14.24     Fire Mountain                                                  GACC            622,494         622,494
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                          GACC            620,512         620,512
14.26     Fire Mountain                                                  GACC            617,085         617,085
14.27     Ryans                                                          GACC            616,618         616,618
14.28     Fire Mountain                                                  GACC            613,300         613,300
14.29     Ryans                                                          GACC            611,328         611,328
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                  GACC            611,328         611,328
14.31     Ryans                                                          GACC            608,238         608,238
14.32     Ryans                                                          GACC            607,382         607,382
14.33     Fire Mountain                                                  GACC            597,594         597,594
14.34     Ryans                                                          GACC            597,524         597,524
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                  GACC            596,538         596,538
14.36     Ryans                                                          GACC            591,608         591,608
14.37     Fire Mountain                                                  GACC            587,811         587,811
14.38     Ryans                                                          GACC            586,155         586,155
14.39     Ryans                                                          GACC            584,467         584,467
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                          GACC            584,462         584,462
14.41     Ryans                                                          GACC            581,748         581,748
14.42     Fire Mountain                                                  GACC            581,194         581,194
14.43     Ryans                                                          GACC            573,888         573,888
14.44     Ryans                                                          GACC            572,114         572,114
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                          GACC            571,888         571,888
14.46     Ryans                                                          GACC            565,145         565,145
14.47     Fire Mountain                                                  GACC            559,302         559,302
14.48     Ryans                                                          GACC            558,083         558,083
14.49     Ryans                                                          GACC            556,386         556,386
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                          GACC            551,879         551,879
14.51     Fire Mountain                                                  GACC            551,204         551,204
14.52     Fire Mountain                                                  GACC            547,243         547,243
14.53     Ryans                                                          GACC            544,459         544,459
14.54     Ryans                                                          GACC            542,307         542,307
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                          GACC            540,335         540,335
14.56     Ryans                                                          GACC            537,977         537,977
14.57     Ryans                                                          GACC            533,984         533,984
14.58     Ryans                                                          GACC            533,532         533,532
14.59     Ryans                                                          GACC            532,447         532,447
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                          GACC            532,447         532,447
14.61     Fire Mountain                                                  GACC            532,447         532,447
14.62     Fire Mountain                                                  GACC            532,447         532,447
14.63     Ryans                                                          GACC            530,517         530,517
14.64     Ryans                                                          GACC            530,236         530,236
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                  GACC            527,720         527,720
14.66     Ryans                                                          GACC            523,007         523,007
14.67     Ryans                                                          GACC            522,587         522,587
14.68     Fire Mountain                                                  GACC            519,853         519,853
14.69     Fire Mountain                                                  GACC            518,527         518,527
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                          GACC            517,051         517,051
14.71     Ryans                                                          GACC            512,727         512,727
14.72     Ryans                                                          GACC            512,423         512,423
14.73     Fire Mountain                                                  GACC            507,123         507,123
14.74     Ryans                                                          GACC            506,715         506,715
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                          GACC            506,706         506,706
14.76     Ryans                                                          GACC            505,209         505,209
14.77     Ryans                                                          GACC            503,881         503,881
14.78     Ryans                                                          GACC            502,867         502,867
14.79     Fire Mountain                                                  GACC            499,093         499,093
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                          GACC            498,777         498,777
14.81     Fire Mountain                                                  GACC            494,965         494,965
14.82     Fire Mountain                                                  GACC            490,770         490,770
14.83     Ryans                                                          GACC            490,239         490,239
14.84     Fire Mountain                                                  GACC            489,278         489,278
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                          GACC            488,688         488,688
14.86     Ryans                                                          GACC            488,278         488,278
14.87     Ryans                                                          GACC            488,001         488,001
14.88     Ryans                                                          GACC            483,724         483,724
14.89     Ryans                                                          GACC            482,401         482,401
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                          GACC            479,473         479,473
14.91     Ryans                                                          GACC            477,895         477,895
14.92     Fire Mountain                                                  GACC            475,800         475,800
14.93     Ryans                                                          GACC            468,517         468,517
14.94     Ryans                                                          GACC            458,507         458,507
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                          GACC            454,318         454,318
14.96     Fire Mountain                                                  GACC            454,034         454,034
14.97     Ryans                                                          GACC            453,904         453,904
14.98     Fire Mountain                                                  GACC            453,662         453,662
14.99     Ryans                                                          GACC            453,566         453,566
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                          GACC            453,566         453,566
14.101    Ryans                                                          GACC            450,735         450,735
14.102    Ryans                                                          GACC            448,756         448,756
14.103    Ryans                                                          GACC            443,706         443,706
14.104    Ryans                                                          GACC            442,178         442,178
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                  GACC            433,846         433,846
14.106    Fire Mountain                                                  GACC            433,846         433,846
14.107    Ryans                                                          GACC            430,687         430,687
14.108    Ryans                                                          GACC            423,986         423,986
14.109    Fire Mountain                                                  GACC            423,000         423,000
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                          GACC            405,165         405,165
14.111    Ryans                                                          GACC            402,943         402,943
14.112    Ryans                                                          GACC            379,622         379,622
14.113    Ryans                                                          GACC            374,409         374,409
14.114    Ryans                                                          GACC            262,224         262,224
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                          GACC            144,984         144,984
14.116    Ryans                                                          GACC            141,314         141,314
14.117    Ryans                                                          GACC            140,702         140,702
14.118    Home Town Buffet                                               GACC            134,585         134,585
14.119    Ryans                                                          GACC            131,526         131,526
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                  GACC            117,762         117,762
14.121    Fire Mountain                                                  GACC            112,562         112,562
14.122    Home Town Buffet                                               GACC            103,997         103,997
14.123    Ryans                                                          GACC             90,539          90,539
14.124    Ryans                                                          GACC             86,257          86,257
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                               GACC             85,645          85,645
14.126    Home Town Buffet                                               GACC             73,410          73,410
14.127    Ryans                                                          GACC             73,410          73,410
14.128    Old Country Buffet                                             GACC             73,410          73,410
14.129    Old Country Buffet                                             GACC             63,010          63,010
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                          GACC             39,764          39,764
  15      Empirian Chesapeake                                            GACC         63,000,000      63,000,000        58,794,581
          Carlson Hotel Portfolio                                        BCRE         61,000,000      61,000,000        54,878,427
  16      Carlson Bloomington and Philadelphia                           BCRE         34,000,000      34,000,000        29,228,034
 16.1     Country Inn & Suites Mall of America                           BCRE         21,000,000      21,000,000
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                               BCRE         13,000,000      13,000,000
  17      Carlson Radisson Lord Baltimore                                BCRE         27,000,000      27,000,000        25,650,392
  18      Golf Mill Shopping Center                                      BofA         52,000,000      52,000,000        46,035,466
  19      300 7th Street                                                 GACC         51,000,000      51,000,000        51,000,000
  20      Bawabeh VII - Banco Popular                                    GACC         41,650,000      41,650,000        38,778,314
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                     GACC         40,000,000      40,000,000        35,333,980
  22      Westin Portland                                                GACC         40,000,000      40,000,000        36,688,186
  23      Shoppes at Dadeland                                            GECC         39,000,000      39,000,000        39,000,000
  24      Montego Bay Apartments                                         GACC         38,000,000      38,000,000        38,000,000
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts               BCRE         36,350,000      36,350,000        35,123,877
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                              BCRE         15,622,000      15,622,000
 25.2     Indian Creek Resort                                            BCRE         14,527,000      14,527,000
 25.3     Wagon Wheel Resort                                             BCRE          6,201,000       6,201,000
  26      Longford Medical Center                                        GACC         36,200,000      36,200,000        34,749,499
  27      Hampton Inn Manhattan                                          GECC         36,000,000      36,000,000        32,682,719
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                              GECC         35,200,000      35,200,000        35,200,000
  29      North Bronx Portfolio                                          GACC         35,000,000      35,000,000        35,000,000
 29.1     3018 Heath Avenue                                              GACC          4,725,738       4,725,738
 29.2     2770-80 Kingsbridge Terrace                                    GACC          4,578,059       4,578,059
 29.3     1576 Taylor Avenue                                             GACC          4,135,021       4,135,021
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                           GACC          3,691,983       3,691,983
 29.5     2500 University Avenue                                         GACC          3,544,304       3,544,304
 29.6     2505 Aqueduct Avenue                                           GACC          3,322,785       3,322,785
 29.7     2785 Sedgwick Avenue                                           GACC          3,027,426       3,027,426
 29.8     3215 Holland Avenue                                            GACC          2,805,907       2,805,907
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                            GACC          2,805,907       2,805,907
29.10     2264 Grand Avenue                                              GACC          2,362,869       2,362,869
  30      Links at Madison County                                        GECC         33,075,000      33,075,000        29,423,201
  31      Fort Collins Marriott Portfolio                                BCRE         32,500,000      32,500,000        30,992,720
 31.1     Fort Collins Marriott                                          BCRE         17,200,000      17,200,000
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                     BCRE          8,600,000       8,600,000
 31.3     Courtyard Fort Collins                                         BCRE          6,700,000       6,700,000
  32      Regions Center                                                 BofA         32,000,000      32,000,000        30,024,878
  33      Casual Male HQ                                                 BofA         32,000,000      31,682,429        27,085,163
  34      Heron Cay MHP                                                  GACC         30,675,000      30,675,000        30,675,000
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                         GECC         28,000,000      28,000,000        24,834,302
  36      C&S Grocers, Inc. Building                                     BofA         27,950,000      27,950,000        24,530,414
  37      Links at Stillwater                                            GECC         27,575,000      27,575,000        24,512,570
  38      Skylark Pointe                                                 GACC         27,200,000      27,200,000        25,786,749
  39      Villa Lucia Apartments                                         GACC         27,000,000      27,000,000        27,000,000
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                             GACC         26,000,000      26,000,000        21,885,768
  41      The Park at Spanish Ridge                                      GACC         26,000,000      26,000,000        24,326,992
 41.1     8912 Spanish Ridge Avenue                                      GACC         16,728,462      16,728,462
 41.2     8918 Spanish Ridge Avenue                                      GACC          9,271,538       9,271,538
  42      Greens on Blossom Way                                          GECC         26,000,000      26,000,000        23,113,938
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                               BofA         26,000,000      26,000,000        26,000,000
  44      Morningstar Apartments                                         BofA         25,500,000      25,500,000        23,043,267
  45      CityPlace II                                                   GACC         25,000,000      25,000,000        25,000,000
  46      Hotel Lucia                                                    GACC         25,000,000      25,000,000        22,506,468
          Annunziata Multifamily Portfolio                               GACC         24,700,000      24,700,000        23,033,181
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                       GACC         14,750,000      14,750,000        13,754,632
 47.1     3 West 87th Street                                             GACC          4,711,806       4,711,806
 47.2     141 West 72nd Street                                           GACC          3,755,787       3,755,787
 47.3     113 West 70th Street                                           GACC          2,526,620       2,526,620
 47.4     254 West 71st Street                                           GACC          1,980,324       1,980,324
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                           GACC          1,775,463       1,775,463
  48      Annunziata Portfolio I                                         GACC          6,650,000       6,650,000         6,201,241
 48.1     406 East 64th Street                                           GACC          3,884,653       3,884,653
 48.2     304 East 89th Street                                           GACC          2,765,347       2,765,347
  49      Annunziata Portfolio II                                        GACC          3,300,000       3,300,000         3,077,307
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                          GACC          1,811,765       1,811,765
 49.2     462 West 51st Street                                           GACC          1,488,235       1,488,235
  50      Wellington Place                                               GACC         23,500,000      23,500,000        23,500,000
  51      Hotel Max                                                      GACC         22,400,000      22,400,000        20,165,795
  52      University Commons - Bloomington                               BofA         22,266,427      22,266,427        22,266,427
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                     BCRE         22,000,000      22,000,000        22,000,000
  54      Physicians Medical Center of Baton Rouge                       GACC         20,560,000      20,560,000        18,171,447
  55      Minnesota Office Building                                      GECC         20,000,000      19,978,720        16,784,502
  56      Home Interiors & Gifts                                         BofA         19,012,500      19,012,500        16,690,345
  57      Cambridge at Southern                                          GECC         18,388,000      18,388,000        18,388,000
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                    GECC         17,500,000      17,500,000        17,500,000
  59      Sabre Office Centre                                            GECC         17,200,000      17,200,000        15,259,069
  60      Colony Woods                                                   BofA         17,100,000      17,100,000        15,764,885
  61      Mission Hills Shopping Center                                  BCRE         16,800,000      16,800,000        15,664,678
  62      University Commons - Urbana                                    BofA         16,575,000      16,575,000        16,575,000
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                              GACC         16,360,000      16,360,000        16,360,000
  64      Lake Laurie and Lake George Resorts                            BCRE         16,300,000      16,300,000        15,778,409
 64.1     Lake Laurie Resort                                             BCRE         12,319,000      12,319,000
 64.2     Lake George Resort                                             BCRE          3,981,000       3,981,000
  65      Hawthorn Suites San Antonio Riverwalk                          GECC         16,300,000      16,300,000        15,746,441
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                   GECC         16,250,000      16,250,000        15,228,208
  67      University Commons - Eugene                                    BofA         16,148,310      16,148,310        16,148,310
  68      Atlantic Crossings                                             GECC         16,000,000      15,955,889        13,621,284
  69      17320 Gale Avenue                                              BCRE         15,600,000      15,600,000        14,049,315
  70      Towne South Center                                             BCRE         15,450,000      15,450,000        13,931,180
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                               BofA         14,740,160      14,740,160        14,740,160
  72      Embarcadero Club Apartments                                    GECC         14,640,000      14,640,000        12,932,761
  73      Embarcadero Business Park                                      GECC         14,000,000      14,000,000        12,442,725
  74      Arcadia Park Apartments                                        GACC         13,600,000      13,600,000        13,600,000
  75      Casa de Luna                                                   BCRE         13,200,000      13,200,000        11,555,188
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                    GACC         13,000,000      13,000,000        13,000,000
 76.1     208-210 East Seventh Street                                    GACC          7,048,193       7,048,193
 76.2     114-116 East First Street                                      GACC          5,951,807       5,951,807
  77      Vero Palm MHP                                                  GACC         12,325,000      12,325,000        12,325,000
  78      500 Victory Road                                               GACC         12,000,000      12,000,000        10,123,474
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                              BofA         12,000,000      12,000,000        11,204,248
  80      Safety Storage portfolio                                       BCRE         11,800,000      11,800,000         9,972,643
 80.1     Martin City                                                    BCRE          3,250,000       3,250,000
 80.2     Pleasant Valley                                                BCRE          2,600,000       2,600,000
 80.3     Independence South                                             BCRE          2,575,000       2,575,000
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                   BCRE          1,775,000       1,775,000
 80.5     Olathe                                                         BCRE          1,600,000       1,600,000
  81      Country Inn & Suites Calabasas                                 BCRE         11,500,000      11,500,000         8,981,001
  82      Rio Verde MHC-IPG                                              GECC         11,500,000      11,479,393        10,770,531
  83      Valencia Medical Building                                      BCRE         11,400,000      11,400,000        10,673,204
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                           GECC         11,240,000      11,240,000         9,993,926
  85      Stonebridge Medical Center                                     BofA         11,200,000      11,200,000        10,509,577
  86      290 Madison Avenue                                             GACC         11,000,000      11,000,000        11,000,000
  87      Marrietta Plaza                                                BCRE         10,520,000      10,520,000        10,116,434
  88      Designer Outlet Center                                         GECC         10,385,000      10,385,000         9,194,063
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                          GECC         10,400,000      10,369,259         8,767,894
  90      266 Washington Avenue                                          GACC         10,000,000      10,000,000        10,000,000
  91      Hampton Inn Salt Lake City                                     GACC         10,000,000      10,000,000         7,641,766
  92      Summit Park Apartments                                         GECC         10,000,000      10,000,000         9,064,909
  93      Capistrano Self Storage                                        GECC          9,800,000       9,800,000         9,139,273
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                               BofA          9,700,000       9,700,000         8,713,866
  95      Shoppes at Savannah                                            GECC          9,600,000       9,600,000         8,655,106
  96      Mesa Gardens                                                   BofA          9,600,000       9,600,000         9,600,000
  97      Raymour & Flanigan Paramus                                     BCRE          9,560,000       9,560,000         8,108,331
  98      Office Max Plaza - Scottsdale                                  GACC          9,280,000       9,280,000         8,631,424
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                          BofA          9,200,000       9,200,000         8,077,874
 100      Lake Lucerne Towers                                            GACC          9,100,000       9,100,000         9,100,000
 101      Vestin Corporate Center                                        GACC          9,100,000       9,100,000         8,208,239
 102      Gwinnett Medical Office                                        GECC          9,100,000       9,100,000         9,100,000
 103      Marks Portfolio                                                GACC          9,000,000       9,000,000         8,418,631
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                           GACC          6,249,057       6,249,057
103.2     122 East 25th Street                                           GACC          1,596,226       1,596,226
103.3     22 Warren Street                                               GACC          1,154,717       1,154,717
 104      5 Enterprise Drive                                             GACC          8,700,000       8,700,000         8,111,533
 105      Bay Court Plaza                                                BCRE          8,700,000       8,700,000         7,829,617
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                     GECC          8,600,000       8,600,000         7,660,631
 107      Warner Palms Apartments                                        BofA          8,600,000       8,600,000         8,026,240
 108      Marsh Store 01                                                 BofA          8,141,769       8,141,769         6,880,929
 109      Lock Up Portfolio                                              BofA          8,000,000       8,000,000         8,000,000
109.1     Lock Up - Wheeling                                             BofA          2,904,642       2,904,642
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                             BofA          2,549,909       2,549,909
109.3     Lock Up - Bolingbrook                                          BofA          2,545,449       2,545,449
 110      Garden Grove Shopping Center                                   GACC          7,900,000       7,900,000         7,900,000
 111      Gold Coast Business Center                                     BofA          7,750,000       7,729,849         5,016,734
 112      Marsh Store 03                                                 BofA          7,513,074       7,513,074         6,349,594
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                              GACC          7,500,000       7,500,000         7,007,353
 114      East Wintonbury Apartments                                     BCRE          7,500,000       7,500,000         7,002,019
 115      Hawthorne Suites - Champaign, IL                               BofA          7,500,000       7,500,000         4,835,150
 116      River Crossing                                                 GACC          7,200,000       7,200,000         6,363,183
 117      Park Avenue Villas                                             BCRE          7,200,000       7,200,000         6,717,010
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                          BCRE          7,000,000       7,000,000         6,643,092
 119      Mission Self Storage                                           GECC          6,750,000       6,750,000         5,677,292
 120      Sweetwater & Sugar Lakes                                       GECC          6,606,000       6,583,099         5,645,681
120.1     Sweetwater                                                     GECC          4,654,227       4,638,092
120.2     Sugar Lakes                                                    GECC          1,951,773       1,945,007
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                             BCRE          6,450,000       6,450,000         5,480,229
 122      Pines at Lanier                                                GACC          6,400,000       6,400,000         5,765,436
 123      Fairways Apartments                                            BCRE          6,400,000       6,400,000         5,979,121
 124      Marsh Store 101                                                BofA          6,381,565       6,381,565         5,393,311
 125      5151 Tyler Lakes Boulevard                                     GACC          6,300,000       6,300,000         5,426,737
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                         GACC          6,140,000       6,140,000         5,199,195
 127      1 North Central Avenue                                         GACC          6,100,000       6,100,000         5,698,623
 128      Fairfield Inn Manhattan KS                                     BCRE          6,100,000       6,091,661         4,779,038
 129      Marina Lakes Office Building                                   GECC          5,890,000       5,890,000         5,229,281
 130      Murray Hill Office Center                                      BCRE          5,600,000       5,600,000         5,065,502
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                BofA          5,500,000       5,500,000         4,848,143
 132      Bloomington Self Storage                                       GECC          5,400,000       5,400,000         4,792,789
 133      Signature Place                                                GACC          5,350,000       5,350,000         4,914,801
 134      Planters Run Apartments                                        BCRE          5,300,000       5,300,000         4,945,387
 135      Westchase Plaza                                                GECC          5,200,000       5,200,000         4,581,855
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                             GECC          5,150,000       5,150,000         4,953,616
136.1     Lake Shore                                                     GECC          3,559,825       3,559,825
136.2     Willow Club Estates                                            GECC          1,590,175       1,590,175
 137      Community Self-Storage                                         GECC          5,100,000       5,100,000         4,516,598
 138      Parliament Bend                                                BofA          5,100,000       5,100,000         4,581,306
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                             GECC          5,000,000       4,986,420         4,265,283
139.1     Sunset Heights                                                 GECC          2,794,118       2,786,529
139.2     Timberline                                                     GECC          2,205,882       2,199,891
 140      Country Inn & Suites - Asheville                               BCRE          5,000,000       4,980,372         3,921,216
 141      River View Plaza                                               GECC          4,915,000       4,906,622         4,206,409
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                     GACC          4,850,000       4,850,000         3,546,090
 143      Crystal Pointe                                                 BCRE          4,630,000       4,630,000         4,243,308
 144      Holiday Inn Express-Lexington SC                               BCRE          4,500,000       4,500,000         3,474,457
 145      Linkside Apartments                                            BCRE          4,500,000       4,500,000         4,131,754
 146      Town Center- Sugarland                                         GECC          4,500,000       4,500,000         3,809,514
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                          BofA          4,500,000       4,495,596         3,826,325
 148      29 Barstow Road                                                GACC          4,300,000       4,300,000         4,018,038
 149      York Green                                                     GECC          4,300,000       4,291,338         3,599,056
 150      777 Sunrise Highway                                            GECC          4,200,000       4,200,000         3,925,263
 151      Storage One Durango                                            GECC          4,150,000       4,150,000         3,682,521
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                         GECC          4,100,000       4,100,000         3,779,986
 153      Noah's Ark Self Storage Hwy 281                                GECC          4,100,000       4,100,000         3,695,492
 154      Walgreen's at Traverse City                                    BofA          3,980,000       3,980,000         3,502,629
 155      Terrace View Apartments                                        GECC          3,840,000       3,840,000         3,478,266
 156      Apache MHC                                                     GECC          3,760,000       3,750,219         3,225,850
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                             BCRE          3,750,000       3,750,000         3,231,117
 158      Eagle Ridge Apartments                                         GECC          3,537,500       3,537,500         3,322,612
 159      Indianola: North American & Parkside                           GECC          3,450,000       3,450,000         3,115,156
159.1     North American                                                 GECC          2,202,128       2,202,128
159.2     Parkside                                                       GECC          1,247,872       1,247,872
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                     BofA          3,200,000       3,200,000         2,983,429
 161      27754 Novi Road                                                BCRE          3,124,000       3,124,000         2,917,369
 162      PETsMART Store                                                 BofA          3,000,000       3,000,000         3,000,000
 163      San Pedro Plaza                                                GECC          2,682,000       2,682,000         2,369,742
 164      Hollywood Mini Storage                                         BofA          2,604,000       2,604,000         2,337,855
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                GECC          2,500,000       2,500,000         2,374,378
 166      Contempo MHC                                                   GECC          2,500,000       2,500,000         2,118,503
 167      Walgreens Milsboro                                             BCRE          2,425,000       2,425,000         2,185,424
 168      A-1 Secure Storage                                             GECC          2,400,000       2,400,000         2,133,594
 169      Lee Plaza                                                      BofA          2,000,000       2,000,000         1,548,917
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                       BCRE          1,900,000       1,900,000         1,520,012
 171      Commercial Menaul                                              GECC          1,800,000       1,798,334         1,543,376
 172      Pine Haven Mobile Home Park                                    BCRE          1,620,000       1,620,000         1,480,832
 173      3391 Berlin Turnpike                                           BCRE          1,350,000       1,347,736         1,157,673


                                                                       GENERAL                DETAILED
                                                                       PROPERTY               PROPERTY                    INTEREST
  ID                             PROPERTY NAME                         TYPE                   TYPE                          RATE
------------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                              Retail                 Anchored                    5.7990%
  2       Four Allen Center                                            Office                 CBD                         5.7700%
  3       EZ Storage Portfolio                                         Self Storage           Self Storage                5.6471%
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                 Self Storage           Self Storage
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)       Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                          Self Storage           Self Storage
 3.4      EZ Storage Portfolio - Southfield, MI                        Self Storage           Self Storage
 3.5      EZ Storage Portfolio - Lynnfield, MA                         Self Storage           Self Storage
 3.6      EZ Storage Portfolio - Eastpointe, MI                        Self Storage           Self Storage
 3.7      EZ Storage Portfolio - Warren, MI                            Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                    Self Storage           Self Storage
 3.9      EZ Storage Portfolio - Troy, MI                              Self Storage           Self Storage
 3.10     EZ Storage Portfolio - Redford, MI                           Self Storage           Self Storage
 3.11     EZ Storage Portfolio - Peabody,  MA                          Self Storage           Self Storage
 3.12     EZ Storage Portfolio - Tewksbury, MA                         Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                         Self Storage           Self Storage
 3.14     EZ Storage Portfolio - South Euclid, OH                      Self Storage           Self Storage
 3.15     EZ Storage Portfolio - Rochester Hills, MI                   Self Storage           Self Storage
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)    Self Storage           Self Storage
 3.17     EZ Storage Portfolio - Warwick, RI                           Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)    Self Storage           Self Storage
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                  Self Storage           Self Storage
 3.20     EZ Storage Portfolio - Grand River, MI                       Self Storage           Self Storage
 3.21     EZ Storage Portfolio - Shrewsbury, MA                        Self Storage           Self Storage
 3.22     EZ Storage Portfolio - Chelmsford, MA                        Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                           Self Storage           Self Storage
 3.24     EZ Storage Portfolio - Auburn Hills, MI                      Self Storage           Self Storage
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                  Self Storage           Self Storage
 3.26     EZ Storage Portfolio - Livonia, MI                           Self Storage           Self Storage
 3.27     EZ Storage Portfolio - Lincoln Park, MI                      Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)       Self Storage           Self Storage
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)      Self Storage           Self Storage
 3.30     EZ Storage Portfolio - Reading, OH                           Self Storage           Self Storage
 3.31     EZ Storage Portfolio - Center Line, MI                       Self Storage           Self Storage
 3.32     EZ Storage Portfolio - Dearborn, MI                          Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)       Self Storage           Self Storage
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)    Self Storage           Self Storage
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                 Self Storage           Self Storage
 3.36     EZ Storage Portfolio - Taylor, MI                            Self Storage           Self Storage
 3.37     EZ Storage Portfolio - Woodbury, MN                          Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)         Self Storage           Self Storage
 3.39     EZ Storage Portfolio - Eagan, MN                             Self Storage           Self Storage
 3.40     EZ Storage Portfolio - New Brighton, MN                      Self Storage           Self Storage
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)  Self Storage           Self Storage
 3.42     EZ Storage Portfolio - North Bend, OH                        Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                  Self Storage           Self Storage
 3.44     EZ Storage Portfolio - Sterling Heights, MI                  Self Storage           Self Storage
 3.45     EZ Storage Portfolio - Marsh Lane, TX                        Self Storage           Self Storage
 3.46     EZ Storage Portfolio - Burnsville, MN                        Self Storage           Self Storage
 3.47     EZ Storage Portfolio - Coon Rapids, MN                       Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                   Self Storage           Self Storage
  4       JQH Hotel Portfolio                                          Hotel                  Various                     6.3900%
 4.1      Embassy Suites Frisco                                        Hotel                  Full Service
 4.2      Embassy Suites Hampton                                       Hotel                  Full Service
 4.3      Embassy Suites Hot Springs                                   Hotel                  Full Service
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                              Hotel                  Limited Service
 4.5      Courtyard by Marriott Junction City                          Hotel                  Limited Service
          Manhattan Office Portfolio                                   Office                 CBD                         5.5902%
  5       369 Lexington Avenue                                         Office                 CBD                         5.5060%
  6       2 West 46th Street                                           Office                 CBD                         5.7000%
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                             Office                 CBD                         6.1300%
  8       Victoria Ward Industrial, Gateway & Village                  Retail                 Anchored                    5.6120%
  9       Sierra Vista Mall                                            Retail                 Anchored                    5.8000%
  10      Morgan Resort Portfolio                                      Manufactured Housing   Manufactured Housing        6.5800%
 10.1     Buena Vista Resort                                           Manufactured Housing   Manufactured Housing
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                            Manufactured Housing   Manufactured Housing
 10.3     Crystal Lake Resort                                          Manufactured Housing   Manufactured Housing
 10.4     Yogi Jellystone Resort OH                                    Manufactured Housing   Manufactured Housing
 10.5     Grand Lakes Resort                                           Manufactured Housing   Manufactured Housing
 10.6     Mountain Pines Resort                                        Manufactured Housing   Manufactured Housing
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                           Manufactured Housing   Manufactured Housing
 10.8     Three Lakes Resort                                           Manufactured Housing   Manufactured Housing
 10.9     Blueberry Hill Resort FL                                     Manufactured Housing   Manufactured Housing
10.10     Blueberry Resort NJ                                          Manufactured Housing   Manufactured Housing
10.11     Coldbrook Resort                                             Manufactured Housing   Manufactured Housing
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                    Manufactured Housing   Manufactured Housing
  11      Scottsdale 101                                               Retail                 Anchored                    5.6500%
  12      JPIM Self Storage Portfolio                                  Self Storage           Self Storage                6.1530%
 12.1     Waipahu                                                      Self Storage           Self Storage
 12.2     San Francisco                                                Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                  Self Storage           Self Storage
 12.4     Metairie                                                     Self Storage           Self Storage
 12.5     Philadelphia                                                 Self Storage           Self Storage
 12.6     Berkeley                                                     Self Storage           Self Storage
 12.7     Kingwood                                                     Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                   Self Storage           Self Storage
 12.9     Los Angeles                                                  Self Storage           Self Storage
12.10     Vallejo                                                      Self Storage           Self Storage
12.11     Bedford                                                      Self Storage           Self Storage
12.12     West Palm Beach                                              Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                   Self Storage           Self Storage
12.14     Euless                                                       Self Storage           Self Storage
  13      Broward Multifamily Portfolio                                Multifamily            Conventional                6.0300%
 13.1     Water's Edge                                                 Multifamily            Conventional
 13.2     Southern Pointe                                              Multifamily            Conventional
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                    Retail                 Restaurant                  6.0050%
 14.1     Ryans                                                        Retail                 Restaurant
 14.2     Ryans                                                        Retail                 Restaurant
 14.3     Fire Mountain                                                Retail                 Restaurant
 14.4     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                Retail                 Restaurant
 14.6     Ryans                                                        Retail                 Restaurant
 14.7     Ryans                                                        Retail                 Restaurant
 14.8     Ryans                                                        Retail                 Restaurant
 14.9     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                        Retail                 Restaurant
14.11     Ryans                                                        Retail                 Restaurant
14.12     Ryans                                                        Retail                 Restaurant
14.13     Ryans                                                        Retail                 Restaurant
14.14     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                           Retail                 Restaurant
14.16     Ryans                                                        Retail                 Restaurant
14.17     Ryans                                                        Retail                 Restaurant
14.18     Ryans                                                        Retail                 Restaurant
14.19     Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                        Retail                 Restaurant
14.21     Ryans                                                        Retail                 Restaurant
14.22     Ryans                                                        Retail                 Restaurant
14.23     Ryans                                                        Retail                 Restaurant
14.24     Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                        Retail                 Restaurant
14.26     Fire Mountain                                                Retail                 Restaurant
14.27     Ryans                                                        Retail                 Restaurant
14.28     Fire Mountain                                                Retail                 Restaurant
14.29     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                Retail                 Restaurant
14.31     Ryans                                                        Retail                 Restaurant
14.32     Ryans                                                        Retail                 Restaurant
14.33     Fire Mountain                                                Retail                 Restaurant
14.34     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                Retail                 Restaurant
14.36     Ryans                                                        Retail                 Restaurant
14.37     Fire Mountain                                                Retail                 Restaurant
14.38     Ryans                                                        Retail                 Restaurant
14.39     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                        Retail                 Restaurant
14.41     Ryans                                                        Retail                 Restaurant
14.42     Fire Mountain                                                Retail                 Restaurant
14.43     Ryans                                                        Retail                 Restaurant
14.44     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                        Retail                 Restaurant
14.46     Ryans                                                        Retail                 Restaurant
14.47     Fire Mountain                                                Retail                 Restaurant
14.48     Ryans                                                        Retail                 Restaurant
14.49     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                        Retail                 Restaurant
14.51     Fire Mountain                                                Retail                 Restaurant
14.52     Fire Mountain                                                Retail                 Restaurant
14.53     Ryans                                                        Retail                 Restaurant
14.54     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                        Retail                 Restaurant
14.56     Ryans                                                        Retail                 Restaurant
14.57     Ryans                                                        Retail                 Restaurant
14.58     Ryans                                                        Retail                 Restaurant
14.59     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                        Retail                 Restaurant
14.61     Fire Mountain                                                Retail                 Restaurant
14.62     Fire Mountain                                                Retail                 Restaurant
14.63     Ryans                                                        Retail                 Restaurant
14.64     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                Retail                 Restaurant
14.66     Ryans                                                        Retail                 Restaurant
14.67     Ryans                                                        Retail                 Restaurant
14.68     Fire Mountain                                                Retail                 Restaurant
14.69     Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                        Retail                 Restaurant
14.71     Ryans                                                        Retail                 Restaurant
14.72     Ryans                                                        Retail                 Restaurant
14.73     Fire Mountain                                                Retail                 Restaurant
14.74     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                        Retail                 Restaurant
14.76     Ryans                                                        Retail                 Restaurant
14.77     Ryans                                                        Retail                 Restaurant
14.78     Ryans                                                        Retail                 Restaurant
14.79     Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                        Retail                 Restaurant
14.81     Fire Mountain                                                Retail                 Restaurant
14.82     Fire Mountain                                                Retail                 Restaurant
14.83     Ryans                                                        Retail                 Restaurant
14.84     Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                        Retail                 Restaurant
14.86     Ryans                                                        Retail                 Restaurant
14.87     Ryans                                                        Retail                 Restaurant
14.88     Ryans                                                        Retail                 Restaurant
14.89     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                        Retail                 Restaurant
14.91     Ryans                                                        Retail                 Restaurant
14.92     Fire Mountain                                                Retail                 Restaurant
14.93     Ryans                                                        Retail                 Restaurant
14.94     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                        Retail                 Restaurant
14.96     Fire Mountain                                                Retail                 Restaurant
14.97     Ryans                                                        Retail                 Restaurant
14.98     Fire Mountain                                                Retail                 Restaurant
14.99     Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                        Retail                 Restaurant
14.101    Ryans                                                        Retail                 Restaurant
14.102    Ryans                                                        Retail                 Restaurant
14.103    Ryans                                                        Retail                 Restaurant
14.104    Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                Retail                 Restaurant
14.106    Fire Mountain                                                Retail                 Restaurant
14.107    Ryans                                                        Retail                 Restaurant
14.108    Ryans                                                        Retail                 Restaurant
14.109    Fire Mountain                                                Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                        Retail                 Restaurant
14.111    Ryans                                                        Retail                 Restaurant
14.112    Ryans                                                        Retail                 Restaurant
14.113    Ryans                                                        Retail                 Restaurant
14.114    Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                        Retail                 Restaurant
14.116    Ryans                                                        Retail                 Restaurant
14.117    Ryans                                                        Retail                 Restaurant
14.118    Home Town Buffet                                             Retail                 Restaurant
14.119    Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                Retail                 Restaurant
14.121    Fire Mountain                                                Retail                 Restaurant
14.122    Home Town Buffet                                             Retail                 Restaurant
14.123    Ryans                                                        Retail                 Restaurant
14.124    Ryans                                                        Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                             Retail                 Restaurant
14.126    Home Town Buffet                                             Retail                 Restaurant
14.127    Ryans                                                        Retail                 Restaurant
14.128    Old Country Buffet                                           Retail                 Restaurant
14.129    Old Country Buffet                                           Retail                 Restaurant
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                        Retail                 Restaurant
  15      Empirian Chesapeake                                          Multifamily            Conventional                5.8150%
          Carlson Hotel Portfolio                                      Hotel                  Various
  16      Carlson Bloomington and Philadelphia                         Hotel                  Various                     5.6400%
 16.1     Country Inn & Suites Mall of America                         Hotel                  Limited Service
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                             Hotel                  Full Service
  17      Carlson Radisson Lord Baltimore                              Hotel                  Full Service                6.0000%
  18      Golf Mill Shopping Center                                    Retail                 Anchored                    5.9580%
  19      300 7th Street                                               Office                 CBD                         5.7350%
  20      Bawabeh VII - Banco Popular                                  Retail                 Unanchored                  5.6420%
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                   Retail                 Unanchored                  5.8590%
  22      Westin Portland                                              Hotel                  Full Service                5.8100%
  23      Shoppes at Dadeland                                          Retail                 Anchored                    5.6000%
  24      Montego Bay Apartments                                       Multifamily            Conventional                5.7140%
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts             Manufactured Housing   Manufactured Housing        6.3800%
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                            Manufactured Housing   Manufactured Housing
 25.2     Indian Creek Resort                                          Manufactured Housing   Manufactured Housing
 25.3     Wagon Wheel Resort                                           Manufactured Housing   Manufactured Housing
  26      Longford Medical Center                                      Office                 Medical                     5.5100%
  27      Hampton Inn Manhattan                                        Hotel                  Limited Service             6.2400%
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                            Retail                 Anchored                    5.9500%
  29      North Bronx Portfolio                                        Multifamily            Conventional                5.8300%
 29.1     3018 Heath Avenue                                            Multifamily            Conventional
 29.2     2770-80 Kingsbridge Terrace                                  Multifamily            Conventional
 29.3     1576 Taylor Avenue                                           Multifamily            Conventional
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                         Multifamily            Conventional
 29.5     2500 University Avenue                                       Multifamily            Conventional
 29.6     2505 Aqueduct Avenue                                         Multifamily            Conventional
 29.7     2785 Sedgwick Avenue                                         Multifamily            Conventional
 29.8     3215 Holland Avenue                                          Multifamily            Conventional
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                          Multifamily            Conventional
29.10     2264 Grand Avenue                                            Multifamily            Conventional
  30      Links at Madison County                                      Multifamily            Conventional                6.1700%
  31      Fort Collins Marriott Portfolio                              Hotel                  Various                     6.3700%
 31.1     Fort Collins Marriott                                        Hotel                  Full Service
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                   Hotel                  Limited Service
 31.3     Courtyard Fort Collins                                       Hotel                  Limited Service
  32      Regions Center                                               Office                 CBD                         6.2170%
  33      Casual Male HQ                                               Industrial             Warehouse/Office            5.0368%
  34      Heron Cay MHP                                                Manufactured Housing   Manufactured Housing        5.7570%
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                       Multifamily            Conventional                6.0400%
  36      C&S Grocers, Inc. Building                                   Industrial             Warehouse                   5.5800%
  37      Links at Stillwater                                          Multifamily            Conventional                6.1400%
  38      Skylark Pointe                                               Multifamily            Conventional                5.8080%
  39      Villa Lucia Apartments                                       Multifamily            Conventional                5.6620%
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                           Office                 CBD                         5.7500%
  41      The Park at Spanish Ridge                                    Office                 CBD                         6.0050%
 41.1     8912 Spanish Ridge Avenue                                    Office                 CBD
 41.2     8918 Spanish Ridge Avenue                                    Office                 CBD
  42      Greens on Blossom Way                                        Multifamily            Conventional                6.1400%
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                             Multifamily            Student Housing             5.7980%
  44      Morningstar Apartments                                       Multifamily            Conventional                5.9940%
  45      CityPlace II                                                 Office                 CBD                         6.0170%
  46      Hotel Lucia                                                  Hotel                  Full Service                5.8100%
          Annunziata Multifamily Portfolio                             Multifamily            Conventional                5.7580%
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                     Multifamily            Conventional                5.7580%
 47.1     3 West 87th Street                                           Multifamily            Conventional
 47.2     141 West 72nd Street                                         Multifamily            Conventional
 47.3     113 West 70th Street                                         Multifamily            Conventional
 47.4     254 West 71st Street                                         Multifamily            Conventional
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                         Multifamily            Conventional
  48      Annunziata Portfolio I                                       Multifamily            Conventional                5.7580%
 48.1     406 East 64th Street                                         Multifamily            Conventional
 48.2     304 East 89th Street                                         Multifamily            Conventional
  49      Annunziata Portfolio II                                      Multifamily            Conventional                5.7580%
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                        Multifamily            Conventional
 49.2     462 West 51st Street                                         Multifamily            Conventional
  50      Wellington Place                                             Multifamily            Conventional                5.7530%
  51      Hotel Max                                                    Hotel                  Full Service                5.8100%
  52      University Commons - Bloomington                             Multifamily            Student Housing             5.8350%
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                   Industrial             Flex                        5.6140%
  54      Physicians Medical Center of Baton Rouge                     Office                 Medical                     5.8850%
  55      Minnesota Office Building                                    Office                 Suburban                    5.6500%
  56      Home Interiors & Gifts                                       Industrial             Warehouse                   5.5900%
  57      Cambridge at Southern                                        Multifamily            Student Housing             5.7800%
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                  Multifamily            Conventional                5.7600%
  59      Sabre Office Centre                                          Office                 Suburban                    6.0500%
  60      Colony Woods                                                 Multifamily            Student Housing             6.1150%
  61      Mission Hills Shopping Center                                Retail                 Anchored                    5.7500%
  62      University Commons - Urbana                                  Multifamily            Student Housing             5.8350%
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                            Retail                 Anchored                    5.9700%
  64      Lake Laurie and Lake George Resorts                          Manufactured Housing   Manufactured Housing        6.6300%
 64.1     Lake Laurie Resort                                           Manufactured Housing   Manufactured Housing
 64.2     Lake George Resort                                           Manufactured Housing   Manufactured Housing
  65      Hawthorn Suites San Antonio Riverwalk                        Hotel                  Limited Service             6.3500%
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                 Multifamily            Student Housing             6.1200%
  67      University Commons - Eugene                                  Multifamily            Student Housing             5.8350%
  68      Atlantic Crossings                                           Retail                 Anchored                    6.1300%
  69      17320 Gale Avenue                                            Retail                 Anchored                    6.2900%
  70      Towne South Center                                           Retail                 Anchored                    5.8900%
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                             Multifamily            Student Housing             5.3210%
  72      Embarcadero Club Apartments                                  Multifamily            Conventional                5.8600%
  73      Embarcadero Business Park                                    Office                 Suburban                    5.8900%
  74      Arcadia Park Apartments                                      Multifamily            Conventional                6.2800%
  75      Casa de Luna                                                 Multifamily            Conventional                6.3400%
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                  Multifamily            Conventional                5.9180%
 76.1     208-210 East Seventh Street                                  Multifamily            Conventional
 76.2     114-116 East First Street                                    Multifamily            Conventional
  77      Vero Palm MHP                                                Manufactured Housing   Manufactured Housing        5.7570%
  78      500 Victory Road                                             Office                 Suburban                    5.8200%
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                            Office                 Medical                     5.8490%
  80      Safety Storage portfolio                                     Self Storage           Self Storage                5.8800%
 80.1     Martin City                                                  Self Storage           Self Storage
 80.2     Pleasant Valley                                              Self Storage           Self Storage
 80.3     Independence South                                           Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                 Self Storage           Self Storage
 80.5     Olathe                                                       Self Storage           Self Storage
  81      Country Inn & Suites Calabasas                               Hotel                  Limited Service             6.2500%
  82      Rio Verde MHC-IPG                                            Manufactured Housing   Manufactured Housing        6.0900%
  83      Valencia Medical Building                                    Office                 Medical                     6.0500%
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                         Office                 Suburban                    6.1500%
  85      Stonebridge Medical Center                                   Office                 Medical                     6.2240%
  86      290 Madison Avenue                                           Office                 CBD                         6.3100%
  87      Marrietta Plaza                                              Retail                 Anchored                    5.7500%
  88      Designer Outlet Center                                       Retail                 Anchored                    5.9600%
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                        Multifamily            Conventional                5.8000%
  90      266 Washington Avenue                                        Multifamily            Conventional                6.1740%
  91      Hampton Inn Salt Lake City                                   Hotel                  Limited Service             5.6100%
  92      Summit Park Apartments                                       Multifamily            Conventional                6.1600%
  93      Capistrano Self Storage                                      Self Storage           Self Storage                5.7600%
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                             Multifamily            Student Housing             5.7000%
  95      Shoppes at Savannah                                          Retail                 Anchored                    5.8800%
  96      Mesa Gardens                                                 Multifamily            Conventional                6.0630%
  97      Raymour & Flanigan Paramus                                   Retail                 Anchored                    6.0000%
  98      Office Max Plaza - Scottsdale                                Retail                 Anchored                    5.5700%
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                        Retail                 Anchored                    5.6000%
 100      Lake Lucerne Towers                                          Multifamily            Conventional                5.7700%
 101      Vestin Corporate Center                                      Office                 Suburban                    5.9050%
 102      Gwinnett Medical Office                                      Office                 Medical Office              6.0800%
 103      Marks Portfolio                                              Retail                 Unanchored                  5.9850%
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                         Retail                 Unanchored
103.2     122 East 25th Street                                         Retail                 Unanchored
103.3     22 Warren Street                                             Retail                 Unanchored
 104      5 Enterprise Drive                                           Industrial             Industrial                  5.7430%
 105      Bay Court Plaza                                              Retail                 Anchored                    5.7900%
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                   Self Storage           Self Storage                6.2300%
 107      Warner Palms Apartments                                      Multifamily            Conventional                5.8150%
 108      Marsh Store 01                                               Retail                 Anchored                    5.8800%
 109      Lock Up Portfolio                                            Self Storage           Self Storage                5.6720%
109.1     Lock Up - Wheeling                                           Self Storage           Self Storage
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                           Self Storage           Self Storage
109.3     Lock Up - Bolingbrook                                        Self Storage           Self Storage
 110      Garden Grove Shopping Center                                 Retail                 Shadow Anchored             6.0300%
 111      Gold Coast Business Center                                   Mixed Use              Retail/Office/Industrial    5.9320%
 112      Marsh Store 03                                               Retail                 Anchored                    5.8800%
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                            Multifamily            Conventional                5.8960%
 114      East Wintonbury Apartments                                   Multifamily            Conventional                5.8400%
 115      Hawthorne Suites - Champaign, IL                             Hotel                  Full Service                5.5660%
 116      River Crossing                                               Multifamily            Conventional                5.8800%
 117      Park Avenue Villas                                           Multifamily            Conventional                5.8000%
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                        Hotel                  Full Service                5.9000%
 119      Mission Self Storage                                         Self Storage           Self Storage                5.7200%
 120      Sweetwater & Sugar Lakes                                     Office                 Various                     6.2600%
120.1     Sweetwater                                                   Office                 Suburban
120.2     Sugar Lakes                                                  Office                 Single Tenant
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                           Hotel                  Full Service                6.0600%
 122      Pines at Lanier                                              Multifamily            Conventional                5.8400%
 123      Fairways Apartments                                          Multifamily            Conventional                5.8900%
 124      Marsh Store 101                                              Retail                 Anchored                    5.8800%
 125      5151 Tyler Lakes Boulevard                                   Industrial             Office/Warehouse            5.7150%
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                       Industrial             Industrial                  5.9450%
 127      1 North Central Avenue                                       Retail                 Unanchored                  5.8900%
 128      Fairfield Inn Manhattan KS                                   Hotel                  Limited Service             6.3500%
 129      Marina Lakes Office Building                                 Office                 Suburban                    6.0800%
 130      Murray Hill Office Center                                    Office                 Suburban                    6.0500%
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                              Retail                 Unanchored                  5.7690%
 132      Bloomington Self Storage                                     Self Storage           Self Storage                6.0700%
 133      Signature Place                                              Office                 CBD                         5.9020%
 134      Planters Run Apartments                                      Multifamily            Conventional                5.8000%
 135      Westchase Plaza                                              Retail                 Anchored                    5.7500%
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                           Manufactured Housing   Manufactured Housing        5.7800%
136.1     Lake Shore                                                   Manufactured Housing   Manufactured Housing
136.2     Willow Club Estates                                          Manufactured Housing   Manufactured Housing
 137      Community Self-Storage                                       Self Storage           Self Storage                5.9700%
 138      Parliament Bend                                              Multifamily            Conventional                5.7000%
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                           Manufactured Housing   Manufactured Housing        6.2000%
139.1     Sunset Heights                                               Manufactured Housing   Manufactured Housing
139.2     Timberline                                                   Manufactured Housing   Manufactured Housing
 140      Country Inn & Suites - Asheville                             Hotel                  Limited Service             6.3800%
 141      River View Plaza                                             Mixed Use              Retail/Office/Self Storage  6.3100%
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                   Retail                 Restaurant                  6.8000%
 143      Crystal Pointe                                               Industrial             Warehouse                   5.7600%
 144      Holiday Inn Express-Lexington SC                             Hotel                  Limited Service             5.9100%
 145      Linkside Apartments                                          Multifamily            Conventional                5.8700%
 146      Town Center- Sugarland                                       Retail                 Shadow Anchored             5.9400%
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                        Office                 Medical                     6.0890%
 148      29 Barstow Road                                              Office                 Medical                     5.9050%
 149      York Green                                                   Office                 Suburban                    5.5600%
 150      777 Sunrise Highway                                          Office                 Suburban                    5.9200%
 151      Storage One Durango                                          Self Storage           Self Storage                6.0600%
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                       Self Storage           Self Storage                6.1200%
 153      Noah's Ark Self Storage Hwy 281                              Self Storage           Self Storage                5.8700%
 154      Walgreen's at Traverse City                                  Retail                 Anchored                    5.6980%
 155      Terrace View Apartments                                      Multifamily            Conventional                6.1200%
 156      Apache MHC                                                   Manufactured Housing   Manufactured Housing        6.4000%
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                           Industrial             Flex                        6.2500%
 158      Eagle Ridge Apartments                                       Multifamily            Conventional                6.2900%
 159      Indianola: North American & Parkside                         Manufactured Housing   Manufactured Housing        5.9600%
159.1     North American                                               Manufactured Housing   Manufactured Housing
159.2     Parkside                                                     Manufactured Housing   Manufactured Housing
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                   Land                   Land                        5.7400%
 161      27754 Novi Road                                              Retail                 Anchored                    5.8600%
 162      PETsMART Store                                               Retail                 Shadow Anchored             5.5810%
 163      San Pedro Plaza                                              Retail                 Unanchored                  5.8700%
 164      Hollywood Mini Storage                                       Self Storage           Self Storage                5.6700%
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                              Manufactured Housing   Manufactured Housing        5.9800%
 166      Contempo MHC                                                 Manufactured Housing   Manufactured Housing        5.9700%
 167      Walgreens Milsboro                                           Retail                 Anchored                    5.8600%
 168      A-1 Secure Storage                                           Self Storage           Self Storage                6.1400%
 169      Lee Plaza                                                    Retail                 Unanchored                  6.0000%
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                     Hotel                  Limited Service             7.0000%
 171      Commercial Menaul                                            Industrial             Office/Warehouse            6.3800%
 172      Pine Haven Mobile Home Park                                  Manufactured Housing   Manufactured Housing        6.6100%
 173      3391 Berlin Turnpike                                         Retail                 Shadow Anchored             6.3800%


                                                                                                                        STATED
                                                                                                      ORIGINAL        REMAINING
                                                                                        INTEREST       TERM TO         TERM TO
                                                                       ADMINISTRATIVE   ACCRUAL       MATURITY         MATURITY
  ID                             PROPERTY NAME                         FEE RATE (2)      BASIS      OR ARD (MOS.)   OR ARD (MOS.)
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                0.030540%     Actual/360        120             120
  2       Four Allen Center                                              0.030540%     Actual/360        84              82
  3       EZ Storage Portfolio                                           0.040540%     Actual/360        120             120
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI
 3.4      EZ Storage Portfolio - Southfield, MI
 3.5      EZ Storage Portfolio - Lynnfield, MA
 3.6      EZ Storage Portfolio - Eastpointe, MI
 3.7      EZ Storage Portfolio - Warren, MI
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN
 3.9      EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
  4       JQH Hotel Portfolio                                            0.020540%     Actual/360        120             119
 4.1      Embassy Suites Frisco
 4.2      Embassy Suites Hampton
 4.3      Embassy Suites Hot Springs
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield
 4.5      Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                                   Actual/360      Various         Various
  5       369 Lexington Avenue                                           0.030540%     Actual/360        121             121
  6       2 West 46th Street                                             0.030540%     Actual/360        61              61
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                               0.020540%     Actual/360        120             116
  8       Victoria Ward Industrial, Gateway & Village                    0.020540%     Actual/360        60              58
  9       Sierra Vista Mall                                              0.080540%     Actual/360        120             120
  10      Morgan Resort Portfolio                                        0.020540%     Actual/360        60              57
 10.1     Buena Vista Resort
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
10.10     Blueberry Resort NJ
10.11     Coldbrook Resort
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                 0.030540%     Actual/360        120             118
  12      JPIM Self Storage Portfolio                                    0.020540%     Actual/360        60              57
 12.1     Waipahu
 12.2     San Francisco
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
12.10     Vallejo
12.11     Bedford
12.12     West Palm Beach
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth
12.14     Euless
  13      Broward Multifamily Portfolio                                  0.030540%     Actual/360        60              60
 13.1     Water's Edge
 13.2     Southern Pointe
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                      0.020540%     Actual/360        120             119
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans
14.11     Ryans
14.12     Ryans
14.13     Ryans
14.14     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet
14.16     Ryans
14.17     Ryans
14.18     Ryans
14.19     Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans
14.21     Ryans
14.22     Ryans
14.23     Ryans
14.24     Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans
14.26     Fire Mountain
14.27     Ryans
14.28     Fire Mountain
14.29     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain
14.31     Ryans
14.32     Ryans
14.33     Fire Mountain
14.34     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain
14.36     Ryans
14.37     Fire Mountain
14.38     Ryans
14.39     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans
14.41     Ryans
14.42     Fire Mountain
14.43     Ryans
14.44     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans
14.46     Ryans
14.47     Fire Mountain
14.48     Ryans
14.49     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans
14.51     Fire Mountain
14.52     Fire Mountain
14.53     Ryans
14.54     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans
14.56     Ryans
14.57     Ryans
14.58     Ryans
14.59     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans
14.61     Fire Mountain
14.62     Fire Mountain
14.63     Ryans
14.64     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain
14.66     Ryans
14.67     Ryans
14.68     Fire Mountain
14.69     Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans
14.71     Ryans
14.72     Ryans
14.73     Fire Mountain
14.74     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans
14.76     Ryans
14.77     Ryans
14.78     Ryans
14.79     Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans
14.81     Fire Mountain
14.82     Fire Mountain
14.83     Ryans
14.84     Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans
14.86     Ryans
14.87     Ryans
14.88     Ryans
14.89     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans
14.91     Ryans
14.92     Fire Mountain
14.93     Ryans
14.94     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans
14.96     Fire Mountain
14.97     Ryans
14.98     Fire Mountain
14.99     Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                            0.030540%     Actual/360        121             121
          Carlson Hotel Portfolio                                        0.020540%     Actual/360      Various         Various
  16      Carlson Bloomington and Philadelphia                           0.020540%     Actual/360        120             120
 16.1     Country Inn & Suites Mall of America
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                0.020540%     Actual/360        60              60
  18      Golf Mill Shopping Center                                      0.060540%     Actual/360        120             119
  19      300 7th Street                                                 0.030540%     Actual/360        120             120
  20      Bawabeh VII - Banco Popular                                    0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                     0.030540%     Actual/360        120             120
  22      Westin Portland                                                0.030540%     Actual/360        121             121
  23      Shoppes at Dadeland                                            0.020540%     Actual/360        120             120
  24      Montego Bay Apartments                                         0.030540%     Actual/360        120             119
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts               0.020540%     Actual/360        60              58
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                        0.030540%     Actual/360        120             120
  27      Hampton Inn Manhattan                                          0.020540%     Actual/360        120             118
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                              0.020540%     Actual/360        120             119
  29      North Bronx Portfolio                                          0.030540%     Actual/360        120             120
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
29.10     2264 Grand Avenue
  30      Links at Madison County                                        0.020540%     Actual/360        120             118
  31      Fort Collins Marriott Portfolio                                0.020540%     Actual/360        60              58
 31.1     Fort Collins Marriott
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                 0.050540%     Actual/360        120             117
  33      Casual Male HQ                                                 0.030540%     Actual/360        120             110
  34      Heron Cay MHP                                                  0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                         0.020540%     Actual/360        120             119
  36      C&S Grocers, Inc. Building                                     0.030540%     Actual/360        132             130
  37      Links at Stillwater                                            0.020540%     Actual/360        120             117
  38      Skylark Pointe                                                 0.030540%     Actual/360        120             120
  39      Villa Lucia Apartments                                         0.030540%     Actual/360        120             118
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                             0.030540%     Actual/360        121             121
  41      The Park at Spanish Ridge                                      0.080540%     Actual/360        120             119
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                          0.020540%     Actual/360        120             118
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                               0.030540%     Actual/360        120             118
  44      Morningstar Apartments                                         0.060540%     Actual/360        120             115
  45      CityPlace II                                                   0.030540%     Actual/360        60              60
  46      Hotel Lucia                                                    0.030540%     Actual/360        121             121
          Annunziata Multifamily Portfolio                               0.030540%     Actual/360        121             121
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                       0.030540%     Actual/360        121             121
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                         0.030540%     Actual/360        121             121
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                        0.030540%     Actual/360        121             121
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                               0.030540%     Actual/360        60              60
  51      Hotel Max                                                      0.030540%     Actual/360        121             121
  52      University Commons - Bloomington                               0.030540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                     0.020540%     Actual/360        120             120
  54      Physicians Medical Center of Baton Rouge                       0.030540%     Actual/360        120             119
  55      Minnesota Office Building                                      0.020540%     Actual/360        120             119
  56      Home Interiors & Gifts                                         0.030540%     Actual/360        132             130
  57      Cambridge at Southern                                          0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                    0.020540%     Actual/360        60              60
  59      Sabre Office Centre                                            0.020540%     Actual/360        120             117
  60      Colony Woods                                                   0.030540%     Actual/360        120             115
  61      Mission Hills Shopping Center                                  0.020540%     Actual/360        120             119
  62      University Commons - Urbana                                    0.030540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                              0.030540%     Actual/360        120             120
  64      Lake Laurie and Lake George Resorts                            0.020540%     Actual/360        60              58
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                          0.080540%     Actual/360        60              57
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                   0.020540%     Actual/360        120             118
  67      University Commons - Eugene                                    0.030540%     Actual/360        120             119
  68      Atlantic Crossings                                             0.020540%     Actual/360        120             117
  69      17320 Gale Avenue                                              0.020540%     Actual/360        120             118
  70      Towne South Center                                             0.020540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                               0.030540%     Actual/360        120             110
  72      Embarcadero Club Apartments                                    0.020540%     Actual/360        120             118
  73      Embarcadero Business Park                                      0.020540%     Actual/360        120             120
  74      Arcadia Park Apartments                                        0.030540%     Actual/360        60              59
  75      Casa de Luna                                                   0.020540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                    0.030540%     Actual/360        60              60
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                  0.030540%     Actual/360        120             120
  78      500 Victory Road                                               0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                              0.030540%     Actual/360        120             119
  80      Safety Storage portfolio                                       0.020540%     Actual/360        120             120
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                 0.020540%     Actual/360        120             120
  82      Rio Verde MHC-IPG                                              0.020540%     Actual/360        60              58
  83      Valencia Medical Building                                      0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                           0.020540%     Actual/360        120             117
  85      Stonebridge Medical Center                                     0.030540%     Actual/360        120             119
  86      290 Madison Avenue                                             0.030540%     Actual/360        60              60
  87      Marrietta Plaza                                                0.020540%     Actual/360        60              60
  88      Designer Outlet Center                                         0.020540%     Actual/360        121             121
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                          0.020540%     Actual/360        120             117
  90      266 Washington Avenue                                          0.030540%     Actual/360        60              59
  91      Hampton Inn Salt Lake City                                     0.030540%     Actual/360        120             120
  92      Summit Park Apartments                                         0.080540%     Actual/360        120             116
  93      Capistrano Self Storage                                        0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                               0.030540%     Actual/360        120             120
  95      Shoppes at Savannah                                            0.020540%     Actual/360        120             118
  96      Mesa Gardens                                                   0.030540%     Actual/360        120             117
  97      Raymour & Flanigan Paramus                                     0.020540%     Actual/360        120             120
  98      Office Max Plaza - Scottsdale                                  0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                          0.030540%     Actual/360        120             120
 100      Lake Lucerne Towers                                            0.030540%     Actual/360        121             121
 101      Vestin Corporate Center                                        0.030540%     Actual/360        120             120
 102      Gwinnett Medical Office                                        0.020540%     Actual/360        120             118
 103      Marks Portfolio                                                0.030540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street
103.2     122 East 25th Street
103.3     22 Warren Street
 104      5 Enterprise Drive                                             0.030540%     Actual/360        120             120
 105      Bay Court Plaza                                                0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                     0.020540%     Actual/360        120             118
 107      Warner Palms Apartments                                        0.030540%     Actual/360        120             120
 108      Marsh Store 01                                                 0.060540%     Actual/360        120             120
 109      Lock Up Portfolio                                              0.030540%     Actual/360        120             119
109.1     Lock Up - Wheeling
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine
109.3     Lock Up - Bolingbrook
 110      Garden Grove Shopping Center                                   0.030540%     Actual/360        60              59
 111      Gold Coast Business Center                                     0.030540%     Actual/360        106             105
 112      Marsh Store 03                                                 0.060540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                              0.030540%     Actual/360        120             120
 114      East Wintonbury Apartments                                     0.020540%     Actual/360        120             120
 115      Hawthorne Suites - Champaign, IL                               0.070540%     Actual/360        120             120
 116      River Crossing                                                 0.030540%     Actual/360        120             120
 117      Park Avenue Villas                                             0.020540%     Actual/360        60              60
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                          0.020540%     Actual/360        60              60
 119      Mission Self Storage                                           0.020540%     Actual/360        120             120
 120      Sweetwater & Sugar Lakes                                       0.020540%     Actual/360        120             116
120.1     Sweetwater
120.2     Sugar Lakes
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                             0.020540%     Actual/360        120             120
 122      Pines at Lanier                                                0.030540%     Actual/360        120             120
 123      Fairways Apartments                                            0.020540%     Actual/360        120             120
 124      Marsh Store 101                                                0.060540%     Actual/360        120             120
 125      5151 Tyler Lakes Boulevard                                     0.030540%     Actual/360        120             120
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                         0.030540%     Actual/360        120             120
 127      1 North Central Avenue                                         0.030540%     Actual/360        121             121
 128      Fairfield Inn Manhattan KS                                     0.020540%     Actual/360        120             119
 129      Marina Lakes Office Building                                   0.020540%     Actual/360        120             116
 130      Murray Hill Office Center                                      0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                0.030540%     Actual/360        120             117
 132      Bloomington Self Storage                                       0.020540%     Actual/360        120             117
 133      Signature Place                                                0.030540%     Actual/360        120             120
 134      Planters Run Apartments                                        0.020540%     Actual/360        120             120
 135      Westchase Plaza                                                0.020540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                             0.020540%     Actual/360        60              60
136.1     Lake Shore
136.2     Willow Club Estates
 137      Community Self-Storage                                         0.020540%     Actual/360        120             118
 138      Parliament Bend                                                0.030540%     Actual/360        120             119
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                             0.020540%     Actual/360        120             117
139.1     Sunset Heights
139.2     Timberline
 140      Country Inn & Suites - Asheville                               0.020540%     Actual/360        120             117
 141      River View Plaza                                               0.020540%     Actual/360        120             118
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                     0.030540%     Actual/360        120             120
 143      Crystal Pointe                                                 0.060540%     Actual/360        120             120
 144      Holiday Inn Express-Lexington SC                               0.020540%     Actual/360        120             120
 145      Linkside Apartments                                            0.020540%     Actual/360        120             120
 146      Town Center- Sugarland                                         0.020540%     Actual/360        121             121
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                          0.030540%     Actual/360        120             119
 148      29 Barstow Road                                                0.030540%     Actual/360        120             120
 149      York Green                                                     0.020540%     Actual/360        120             118
 150      777 Sunrise Highway                                            0.020540%     Actual/360        120             119
 151      Storage One Durango                                            0.020540%     Actual/360        120             117
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                         0.020540%     Actual/360        120             116
 153      Noah's Ark Self Storage Hwy 281                                0.020540%     Actual/360        120             119
 154      Walgreen's at Traverse City                                    0.030540%     Actual/360        120             120
 155      Terrace View Apartments                                        0.020540%     Actual/360        120             116
 156      Apache MHC                                                     0.020540%     Actual/360        120             117
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                             0.020540%     Actual/360        120             119
 158      Eagle Ridge Apartments                                         0.020540%     Actual/360        120             113
 159      Indianola: North American & Parkside                           0.020540%     Actual/360        120             117
159.1     North American
159.2     Parkside
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                     0.030540%     Actual/360        120             120
 161      27754 Novi Road                                                0.020540%     Actual/360        120             120
 162      PETsMART Store                                                 0.030540%       30/360          84              83
 163      San Pedro Plaza                                                0.020540%     Actual/360        120             120
 164      Hollywood Mini Storage                                         0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                0.020540%     Actual/360        120             119
 166      Contempo MHC                                                   0.020540%     Actual/360        120             120
 167      Walgreens Milsboro                                             0.020540%     Actual/360        120             120
 168      A-1 Secure Storage                                             0.020540%     Actual/360        120             118
 169      Lee Plaza                                                      0.030540%     Actual/360        120             120
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                       0.020540%     Actual/360        120             120
 171      Commercial Menaul                                              0.020540%     Actual/360        120             119
 172      Pine Haven Mobile Home Park                                    0.020540%     Actual/360        84              84
 173      3391 Berlin Turnpike                                           0.020540%     Actual/360        120             118


                                                                          ORIGINAL        REMAINING          FIRST      MATURITY
                                                                        AMORTIZATION    AMORTIZATION        PAYMENT       DATE
  ID                        PROPERTY NAME                               TERM (MOS.)      TERM (MOS.)         DATE        OR ARD
-----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                     0                0           1/1/2007     12/1/2016
   2      Four Allen Center                                                   0                0           11/1/2006    10/1/2013
   3      EZ Storage Portfolio                                                0                0           1/1/2007     12/1/2016
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          -------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          -------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
  3.10    EZ Storage Portfolio - Redford, MI
  3.11    EZ Storage Portfolio - Peabody,  MA
  3.12    EZ Storage Portfolio - Tewksbury, MA
          -------------------------------------------------------------------------------------------------------------------------
  3.13    EZ Storage Portfolio - Billerica, MA
  3.14    EZ Storage Portfolio - South Euclid, OH
  3.15    EZ Storage Portfolio - Rochester Hills, MI
  3.16    EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
  3.17    EZ Storage Portfolio - Warwick, RI
          -------------------------------------------------------------------------------------------------------------------------
  3.18    EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
  3.19    EZ Storage Portfolio - Bloomfield Hills, MI
  3.20    EZ Storage Portfolio - Grand River, MI
  3.21    EZ Storage Portfolio - Shrewsbury, MA
  3.22    EZ Storage Portfolio - Chelmsford, MA
          -------------------------------------------------------------------------------------------------------------------------
  3.23    EZ Storage Portfolio - Hingham, MA
  3.24    EZ Storage Portfolio - Auburn Hills, MI
  3.25    EZ Storage Portfolio - Dearborn Heights, MI
  3.26    EZ Storage Portfolio - Livonia, MI
  3.27    EZ Storage Portfolio - Lincoln Park, MI
          -------------------------------------------------------------------------------------------------------------------------
  3.28    EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
  3.29    EZ Storage Portfolio - Clinton Township, MI (Hall Road)
  3.30    EZ Storage Portfolio - Reading, OH
  3.31    EZ Storage Portfolio - Center Line, MI
  3.32    EZ Storage Portfolio - Dearborn, MI
          -------------------------------------------------------------------------------------------------------------------------
  3.33    EZ Storage Portfolio - Clinton Township, MI (Garfield)
  3.34    EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
  3.35    EZ Storage Portfolio - Cleveland Heights, OH
  3.36    EZ Storage Portfolio - Taylor, MI
  3.37    EZ Storage Portfolio - Woodbury, MN
          -------------------------------------------------------------------------------------------------------------------------
  3.38    EZ Storage Portfolio - Cincinnati, OH (Madison Road)
  3.39    EZ Storage Portfolio - Eagan, MN
  3.40    EZ Storage Portfolio - New Brighton, MN
  3.41    EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
  3.42    EZ Storage Portfolio - North Bend, OH
          -------------------------------------------------------------------------------------------------------------------------
  3.43    EZ Storage Portfolio - Farmington Hills, MI
  3.44    EZ Storage Portfolio - Sterling Heights, MI
  3.45    EZ Storage Portfolio - Marsh Lane, TX
  3.46    EZ Storage Portfolio - Burnsville, MN
  3.47    EZ Storage Portfolio - Coon Rapids, MN
          -------------------------------------------------------------------------------------------------------------------------
  3.48    EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                                360              360          12/1/2006    11/1/2016
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          -------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                       Various          Various        1/1/2007      Various
   5      369 Lexington Avenue                                               360              360          1/1/2007      1/1/2017
   6      2 West 46th Street                                                  0                0           1/1/2007      1/1/2012
          -------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                    0                0           9/1/2006      8/1/2016
   8      Victoria Ward Industrial, Gateway & Village                         0                0           11/1/2006    10/1/2011
   9      Sierra Vista Mall                                                   0                0           1/1/2007     12/1/2016
   10     Morgan Resort Portfolio                                            360              360          10/1/2006     9/1/2011
  10.1    Buena Vista Resort
          -------------------------------------------------------------------------------------------------------------------------
  10.2    Pine Acres Resort
  10.3    Crystal Lake Resort
  10.4    Yogi Jellystone Resort OH
  10.5    Grand Lakes Resort
  10.6    Mountain Pines Resort
          -------------------------------------------------------------------------------------------------------------------------
  10.7    Stonebridge Resort
  10.8    Three Lakes Resort
  10.9    Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          -------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
   11     Scottsdale 101                                                      0                0           11/1/2006    10/1/2016
   12     JPIM Self Storage Portfolio                                         0                0           10/1/2006     9/1/2011
  12.1    Waipahu
  12.2    San Francisco
          -------------------------------------------------------------------------------------------------------------------------
  12.3    Southampton
  12.4    Metairie
  12.5    Philadelphia
  12.6    Berkeley
  12.7    Kingwood
          -------------------------------------------------------------------------------------------------------------------------
  12.8    Pennsauken
  12.9    Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          -------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
   13     Broward Multifamily Portfolio                                       0                0           1/1/2007     12/1/2011
  13.1    Water's Edge
  13.2    Southern Pointe
          -------------------------------------------------------------------------------------------------------------------------
   14     Fortress/Ryan's Portfolio                                          360              360          12/1/2006    11/1/2016
  14.1    Ryans
  14.2    Ryans
  14.3    Fire Mountain
  14.4    Ryans
          -------------------------------------------------------------------------------------------------------------------------
  14.5    Fire Mountain
  14.6    Ryans
  14.7    Ryans
  14.8    Ryans
  14.9    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.100   Ryans
 14.101   Ryans
 14.102   Ryans
 14.103   Ryans
 14.104   Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.105   Fire Mountain
 14.106   Fire Mountain
 14.107   Ryans
 14.108   Ryans
 14.109   Fire Mountain
          -------------------------------------------------------------------------------------------------------------------------
 14.110   Ryans
 14.111   Ryans
 14.112   Ryans
 14.113   Ryans
 14.114   Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.115   Ryans
 14.116   Ryans
 14.117   Ryans
 14.118   Home Town Buffet
 14.119   Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.120   Fire Mountain
 14.121   Fire Mountain
 14.122   Home Town Buffet
 14.123   Ryans
 14.124   Ryans
          -------------------------------------------------------------------------------------------------------------------------
 14.125   Home Town Buffet
 14.126   Home Town Buffet
 14.127   Ryans
 14.128   Old Country Buffet
 14.129   Old Country Buffet
          -------------------------------------------------------------------------------------------------------------------------
 14.130   Ryans
   15     Empirian Chesapeake                                                360              360          1/1/2007      1/1/2017
          Carlson Hotel Portfolio                                            360              360          1/1/2007      Various
   16     Carlson Bloomington and Philadelphia                               360              360          1/1/2007     12/1/2016
  16.1    Country Inn & Suites Mall of America
          -------------------------------------------------------------------------------------------------------------------------
  16.2    Radisson Warwick
   17     Carlson Radisson Lord Baltimore                                    360              360          1/1/2007     12/1/2011
   18     Golf Mill Shopping Center                                          360              360          12/1/2006    11/1/2016
   19     300 7th Street                                                      0                0           1/1/2007     12/1/2016
   20     Bawabeh VII - Banco Popular                                        360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   21     Bawabeh VI                                                         360              360          1/1/2007     12/1/2016
   22     Westin Portland                                                    360              360          1/1/2007      1/1/2017
   23     Shoppes at Dadeland                                                 0                0           1/1/2007     12/1/2016
   24     Montego Bay Apartments                                              0                0           12/1/2006    11/1/2016
   25     Wild Acres, Indian Creek and Wagon Wheel Resorts                   360              360          11/1/2006    10/1/2011
          -------------------------------------------------------------------------------------------------------------------------
  25.1    Wild Acres Resort
  25.2    Indian Creek Resort
  25.3    Wagon Wheel Resort
   26     Longford Medical Center                                            360              360          1/1/2007     12/1/2016
   27     Hampton Inn Manhattan                                              360              360          11/1/2006    10/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   28     Orchard Hill Park                                                   0                0           12/1/2006    11/1/2016
   29     North Bronx Portfolio                                               0                0           1/1/2007     12/1/2016
  29.1    3018 Heath Avenue
  29.2    2770-80 Kingsbridge Terrace
  29.3    1576 Taylor Avenue
          -------------------------------------------------------------------------------------------------------------------------
  29.4    75 West 190th Street
  29.5    2500 University Avenue
  29.6    2505 Aqueduct Avenue
  29.7    2785 Sedgwick Avenue
  29.8    3215 Holland Avenue
          -------------------------------------------------------------------------------------------------------------------------
  29.9    686 Rosewood Street
 29.10    2264 Grand Avenue
   30     Links at Madison County                                            360              360          11/1/2006    10/1/2016
   31     Fort Collins Marriott Portfolio                                    360              360          11/1/2006    10/1/2011
  31.1    Fort Collins Marriott
          -------------------------------------------------------------------------------------------------------------------------
  31.2    Residence Inn Fort Collins
  31.3    Courtyard Fort Collins
   32     Regions Center                                                     360              360          10/1/2006     9/1/2016
   33     Casual Male HQ                                                     360              350          3/1/2006      2/1/2016
   34     Heron Cay MHP                                                       0                0           1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   35     Links at Mustang Creek                                             360              360          12/1/2006    11/1/2016
   36     C&S Grocers, Inc. Building                                         360              360          11/1/2006    10/1/2017
   37     Links at Stillwater                                                360              360          10/1/2006     9/1/2016
   38     Skylark Pointe                                                     360              360          1/1/2007     12/1/2016
   39     Villa Lucia Apartments                                              0                0           11/1/2006    10/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   40     1900 Bryant Street                                                 360              360          1/1/2007      1/1/2017
   41     The Park at Spanish Ridge                                          360              360          12/1/2006    11/1/2016
  41.1    8912 Spanish Ridge Avenue
  41.2    8918 Spanish Ridge Avenue
   42     Greens on Blossom Way                                              360              360          11/1/2006    10/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   43     NYU Housing-636 Greenwich Street                                    0                0           11/1/2006    10/1/2016
   44     Morningstar Apartments                                             360              360          8/1/2006      7/1/2016
   45     CityPlace II                                                        0                0           1/1/2007     12/1/2011
   46     Hotel Lucia                                                        360              360          1/1/2007      1/1/2017
          Annunziata Multifamily Portfolio                                   360              360          1/1/2007      1/1/2017
          -------------------------------------------------------------------------------------------------------------------------
   47     Annunziata Portfolio III                                           360              360          1/1/2007      1/1/2017
  47.1    3 West 87th Street
  47.2    141 West 72nd Street
  47.3    113 West 70th Street
  47.4    254 West 71st Street
          -------------------------------------------------------------------------------------------------------------------------
  47.5    136 West 71st Street
   48     Annunziata Portfolio I                                             360              360          1/1/2007      1/1/2017
  48.1    406 East 64th Street
  48.2    304 East 89th Street
   49     Annunziata Portfolio II                                            360              360          1/1/2007      1/1/2017
          -------------------------------------------------------------------------------------------------------------------------
  49.1    308 West 109th Street
  49.2    462 West 51st Street
   50     Wellington Place                                                    0                0           1/1/2007     12/1/2011
   51     Hotel Max                                                          360              360          1/1/2007      1/1/2017
   52     University Commons - Bloomington                                    0                0           12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   53     Northpoint Business Center                                          0                0           1/1/2007     12/1/2016
   54     Physicians Medical Center of Baton Rouge                           360              360          12/1/2006    11/1/2016
   55     Minnesota Office Building                                          360              359          12/1/2006    11/1/2016
   56     Home Interiors & Gifts                                             360              360          11/1/2006    10/1/2017
   57     Cambridge at Southern                                               0                0           1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   58     The Ashley at Spring Valley                                         0                0           1/1/2007     12/1/2011
   59     Sabre Office Centre                                                360              360          10/1/2006     9/1/2016
   60     Colony Woods                                                       360              360          8/1/2006      7/1/2016
   61     Mission Hills Shopping Center                                      360              360          12/1/2006    11/1/2016
   62     University Commons - Urbana                                         0                0           12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   63     BJ's Wholesale Club - Wallingford                                   0                0           1/1/2007     12/1/2016
   64     Lake Laurie and Lake George Resorts                                360              360          11/1/2006    10/1/2011
  64.1    Lake Laurie Resort
  64.2    Lake George Resort
   65     Hawthorn Suites San Antonio Riverwalk                              360              360          10/1/2006     9/1/2011
          -------------------------------------------------------------------------------------------------------------------------
   66     Campus Crest - Milledgeville                                       360              360          11/1/2006    10/1/2016
   67     University Commons - Eugene                                         0                0           12/1/2006    11/1/2016
   68     Atlantic Crossings                                                 360              357          10/1/2006     9/1/2016
   69     17320 Gale Avenue                                                  360              360          11/1/2006    10/1/2016
   70     Towne South Center                                                 360              360          12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   71     Royal Riverwood Manor Apartments                                    0                0           3/1/2006      2/1/2016
   72     Embarcadero Club Apartments                                        360              360          11/1/2006    10/1/2016
   73     Embarcadero Business Park                                          312              312          1/1/2007     12/1/2016
   74     Arcadia Park Apartments                                             0                0           12/1/2006    11/1/2011
   75     Casa de Luna                                                       360              360          12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   76     Moses Multifamily Portfolio                                         0                0           1/1/2007     12/1/2011
  76.1    208-210 East Seventh Street
  76.2    114-116 East First Street
   77     Vero Palm MHP                                                       0                0           1/1/2007     12/1/2016
   78     500 Victory Road                                                   360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   79     IDC Medical Plaza                                                  360              360          12/1/2006    11/1/2016
   80     Safety Storage portfolio                                           360              360          1/1/2007     12/1/2016
  80.1    Martin City
  80.2    Pleasant Valley
  80.3    Independence South
          -------------------------------------------------------------------------------------------------------------------------
  80.4    I-35 Liberty
  80.5    Olathe
   81     Country Inn & Suites Calabasas                                     300              300          1/1/2007     12/1/2016
   82     Rio Verde MHC-IPG                                                  360              358          11/1/2006    10/1/2011
   83     Valencia Medical Building                                          360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   84     33 Walt Whitman Road                                               360              360          10/1/2006     9/1/2016
   85     Stonebridge Medical Center                                         360              360          12/1/2006    11/1/2016
   86     290 Madison Avenue                                                  0                0           1/1/2007     12/1/2011
   87     Marrietta Plaza                                                    360              360          1/1/2007     12/1/2011
   88     Designer Outlet Center                                             360              360          1/1/2007      1/1/2017
          -------------------------------------------------------------------------------------------------------------------------
   89     The Dakota Apartments                                              360              357          10/1/2006     9/1/2016
   90     266 Washington Avenue                                               0                0           12/1/2006    11/1/2011
   91     Hampton Inn Salt Lake City                                         300              300          1/1/2007     12/1/2016
   92     Summit Park Apartments                                             360              360          9/1/2006      8/1/2016
   93     Capistrano Self Storage                                            360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   94     Javelina Station                                                   360              360          1/1/2007     12/1/2016
   95     Shoppes at Savannah                                                360              360          11/1/2006    10/1/2016
   96     Mesa Gardens                                                        0                0           10/1/2006     9/1/2016
   97     Raymour & Flanigan Paramus                                         360              360          1/1/2007     12/1/2016
   98     Office Max Plaza - Scottsdale                                      360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
   99     Giant Shopping Center                                              360              360          1/1/2007     12/1/2016
  100     Lake Lucerne Towers                                                 0                0           1/1/2007      1/1/2017
  101     Vestin Corporate Center                                            360              360          1/1/2007     12/1/2016
  102     Gwinnett Medical Office                                             0                0           11/1/2006    10/1/2016
  103     Marks Portfolio                                                    360              360          12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                                 360              360          1/1/2007     12/1/2016
  105     Bay Court Plaza                                                    360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                         360              360          11/1/2006    10/1/2016
  107     Warner Palms Apartments                                            360              360          1/1/2007     12/1/2016
  108     Marsh Store 01                                                     360              360          1/1/2007     12/1/2016
  109     Lock Up Portfolio                                                   0                0           12/1/2006    11/1/2016
 109.1    Lock Up - Wheeling
          -------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                        0                0           12/1/2006    11/1/2011
  111     Gold Coast Business Center                                         216              215          12/1/2006     9/1/2015
  112     Marsh Store 03                                                     360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                  360              360          1/1/2007     12/1/2016
  114     East Wintonbury Apartments                                         360              360          1/1/2007     12/1/2016
  115     Hawthorne Suites - Champaign, IL                                   240              240          1/1/2007     12/1/2016
  116     River Crossing                                                     360              360          1/1/2007     12/1/2016
  117     Park Avenue Villas                                                 360              360          1/1/2007     12/1/2011
          -------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                              360              360          1/1/2007     12/1/2011
  119     Mission Self Storage                                               360              360          1/1/2007     12/1/2016
  120     Sweetwater & Sugar Lakes                                           360              356          9/1/2006      8/1/2016
 120.1    Sweetwater
 120.2    Sugar Lakes
          -------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                 360              360          1/1/2007     12/1/2016
  122     Pines at Lanier                                                    360              360          1/1/2007     12/1/2016
  123     Fairways Apartments                                                360              360          1/1/2007     12/1/2016
  124     Marsh Store 101                                                    360              360          1/1/2007     12/1/2016
  125     5151 Tyler Lakes Boulevard                                         360              360          1/1/2007     12/1/2016
-----------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                             360              360          1/1/2007     12/1/2016
  127     1 North Central Avenue                                             360              360          1/1/2007      1/1/2017
  128     Fairfield Inn Manhattan KS                                         300              299          12/1/2006    11/1/2016
  129     Marina Lakes Office Building                                       360              360          9/1/2006      8/1/2016
  130     Murray Hill Office Center                                          360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                    360              360          10/1/2006     9/1/2016
  132     Bloomington Self Storage                                           360              360          10/1/2006     9/1/2016
  133     Signature Place                                                    360              360          1/1/2007     12/1/2016
  134     Planters Run Apartments                                            360              360          1/1/2007     12/1/2016
  135     Westchase Plaza                                                    360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                 360              360          1/1/2007     12/1/2011
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                             360              360          11/1/2006    10/1/2016
  138     Parliament Bend                                                    360              360          12/1/2006    11/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                 360              357          10/1/2006     9/1/2016
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville                                   300              297          10/1/2006     9/1/2016
  141     River View Plaza                                                   360              358          11/1/2006    10/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                         264              264          1/1/2007     12/1/2016
  143     Crystal Pointe                                                     360              360          1/1/2007     12/1/2016
  144     Holiday Inn Express-Lexington SC                                   300              300          1/1/2007     12/1/2016
  145     Linkside Apartments                                                360              360          1/1/2007     12/1/2016
  146     Town Center- Sugarland                                             360              360          1/1/2007      1/1/2017
          -------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                              360              359          12/1/2006    11/1/2016
  148     29 Barstow Road                                                    360              360          1/1/2007     12/1/2016
  149     York Green                                                         360              358          11/1/2006    10/1/2016
  150     777 Sunrise Highway                                                360              360          12/1/2006    11/1/2016
  151     Storage One Durango                                                360              360          10/1/2006     9/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                             360              360          9/1/2006      8/1/2016
  153     Noah's Ark Self Storage Hwy 281                                    360              360          12/1/2006    11/1/2016
  154     Walgreen's at Traverse City                                        360              360          1/1/2007     12/1/2016
  155     Terrace View Apartments                                            360              360          9/1/2006      8/1/2016
  156     Apache MHC                                                         360              357          10/1/2006     9/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                 300              300          12/1/2006    11/1/2016
  158     Eagle Ridge Apartments                                             360              360          6/1/2006      5/1/2016
  159     Indianola: North American & Parkside                               360              360          10/1/2006     9/1/2016
 159.1    North American
 159.2    Parkside
          -------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                         360              360          1/1/2007     12/1/2016
  161     27754 Novi Road                                                    360              360          1/1/2007     12/1/2016
  162     PETsMART Store                                                      0                0           12/1/2006    11/1/2013
  163     San Pedro Plaza                                                    360              360          1/1/2007     12/1/2016
  164     Hollywood Mini Storage                                             360              360          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                    360              360          12/1/2006    11/1/2016
  166     Contempo MHC                                                       360              360          1/1/2007     12/1/2016
  167     Walgreens Milsboro                                                 360              360          1/1/2007     12/1/2016
  168     A-1 Secure Storage                                                 360              360          11/1/2006    10/1/2016
  169     Lee Plaza                                                          300              300          1/1/2007     12/1/2016
          -------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                           300              300          1/1/2007     12/1/2016
  171     Commercial Menaul                                                  360              359          12/1/2006    11/1/2016
  172     Pine Haven Mobile Home Park                                        360              360          1/1/2007     12/1/2013
  173     3391 Berlin Turnpike                                               360              358          11/1/2006    10/1/2016


                                                                          ANNUAL          MONTHLY         REMAINING
                                                                           DEBT            DEBT         INTEREST ONLY
  ID                         PROPERTY NAME                              SERVICE (3)     SERVICE (3)     PERIOD (MOS.)
------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                               $20,284,419     $1,690,368           120
  2       Four Allen Center                                             14,040,333       1,170,028            82
  3       EZ Storage Portfolio                                           8,588,306        715,692            120
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI
 3.4      EZ Storage Portfolio - Southfield, MI
 3.5      EZ Storage Portfolio - Lynnfield, MA
 3.6      EZ Storage Portfolio - Eastpointe, MI
 3.7      EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN
 3.9      EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
  4       JQH Hotel Portfolio                                            9,372,769        781,064             11
 4.1      Embassy Suites Frisco
 4.2      Embassy Suites Hampton
 4.3      Embassy Suites Hot Springs
          --------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield
 4.5      Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                     6,749,208        562,434          Various
  5       369 Lexington Avenue                                           4,090,792        340,899             61
  6       2 West 46th Street                                             2,658,417        221,535             61
          --------------------------------------------------------------------------------------------------------------
  7       First City Tower                                               5,780,079        481,673            116
  8       Victoria Ward Industrial, Gateway & Village                    5,035,601        419,633             58
  9       Sierra Vista Mall                                              4,573,765        381,147            120
  10      Morgan Resort Portfolio                                        5,774,286        481,190             9
 10.1     Buena Vista Resort
          --------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          --------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
10.10     Blueberry Resort NJ
10.11     Coldbrook Resort
          --------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                 4,009,931        334,161            118
  12      JPIM Self Storage Portfolio                                    4,142,336        345,195             57
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
12.10     Vallejo
12.11     Bedford
12.12     West Palm Beach
          --------------------------------------------------------------------------------------------------------------
12.13     Fort Worth
12.14     Euless
  13      Broward Multifamily Portfolio                                  3,961,710        330,143             60
 13.1     Water's Edge
 13.2     Southern Pointe
          --------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                      4,644,089        387,007             23
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          --------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          --------------------------------------------------------------------------------------------------------------
14.10     Ryans
14.11     Ryans
14.12     Ryans
14.13     Ryans
14.14     Ryans
          --------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet
14.16     Ryans
14.17     Ryans
14.18     Ryans
14.19     Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.20     Ryans
14.21     Ryans
14.22     Ryans
14.23     Ryans
14.24     Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.25     Ryans
14.26     Fire Mountain
14.27     Ryans
14.28     Fire Mountain
14.29     Ryans
          --------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain
14.31     Ryans
14.32     Ryans
14.33     Fire Mountain
14.34     Ryans
          --------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain
14.36     Ryans
14.37     Fire Mountain
14.38     Ryans
14.39     Ryans
          --------------------------------------------------------------------------------------------------------------
14.40     Ryans
14.41     Ryans
14.42     Fire Mountain
14.43     Ryans
14.44     Ryans
          --------------------------------------------------------------------------------------------------------------
14.45     Ryans
14.46     Ryans
14.47     Fire Mountain
14.48     Ryans
14.49     Ryans
          --------------------------------------------------------------------------------------------------------------
14.50     Ryans
14.51     Fire Mountain
14.52     Fire Mountain
14.53     Ryans
14.54     Ryans
          --------------------------------------------------------------------------------------------------------------
14.55     Ryans
14.56     Ryans
14.57     Ryans
14.58     Ryans
14.59     Ryans
          --------------------------------------------------------------------------------------------------------------
14.60     Ryans
14.61     Fire Mountain
14.62     Fire Mountain
14.63     Ryans
14.64     Ryans
          --------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain
14.66     Ryans
14.67     Ryans
14.68     Fire Mountain
14.69     Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.70     Ryans
14.71     Ryans
14.72     Ryans
14.73     Fire Mountain
14.74     Ryans
          --------------------------------------------------------------------------------------------------------------
14.75     Ryans
14.76     Ryans
14.77     Ryans
14.78     Ryans
14.79     Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.80     Ryans
14.81     Fire Mountain
14.82     Fire Mountain
14.83     Ryans
14.84     Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.85     Ryans
14.86     Ryans
14.87     Ryans
14.88     Ryans
14.89     Ryans
          --------------------------------------------------------------------------------------------------------------
14.90     Ryans
14.91     Ryans
14.92     Fire Mountain
14.93     Ryans
14.94     Ryans
          --------------------------------------------------------------------------------------------------------------
14.95     Ryans
14.96     Fire Mountain
14.97     Ryans
14.98     Fire Mountain
14.99     Ryans
          --------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          --------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          --------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          --------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          --------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          --------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          --------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                            4,443,077        370,256             61
          Carlson Hotel Portfolio                                        4,295,087        357,924          Various
  16      Carlson Bloomington and Philadelphia                           2,352,544        196,045             12
 16.1     Country Inn & Suites Mall of America
          --------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                1,942,544        161,879             12
  18      Golf Mill Shopping Center                                      3,724,362        310,364             23
  19      300 7th Street                                                 2,965,473        247,123            120
  20      Bawabeh VII - Banco Popular                                    2,882,497        240,208             60
          --------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                     2,834,475        236,206             24
  22      Westin Portland                                                2,819,472        234,956             49
  23      Shoppes at Dadeland                                            2,214,333        184,528            120
  24      Montego Bay Apartments                                         2,201,477        183,456            119
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts               2,722,747        226,896             22
          --------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                        2,469,202        205,767             84
  27      Hampton Inn Manhattan                                          2,657,089        221,424             34
          --------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                              2,123,489        176,957            119
  29      North Bronx Portfolio                                          2,068,840        172,403            120
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          --------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          --------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
29.10     2264 Grand Avenue
  30      Links at Madison County                                        2,423,168        201,931             22
  31      Fort Collins Marriott Portfolio                                2,431,817        202,651             10
 31.1     Fort Collins Marriott
          --------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                 2,356,119        196,343             57
  33      Casual Male HQ                                                 2,000,690        166,724
  34      Heron Cay MHP                                                  1,790,487        149,207            120
          --------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                         2,023,139        168,595             23
  36      C&S Grocers, Inc. Building                                     1,921,233        160,103             34
  37      Links at Stillwater                                            2,013,794        167,816             21
  38      Skylark Pointe                                                 1,916,825        159,735             72
  39      Villa Lucia Apartments                                         1,549,973        129,164            118
          --------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                             1,820,747        151,729             1
  41      The Park at Spanish Ridge                                      1,871,601        155,967             59
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                          1,898,772        158,231             22
          --------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                               1,528,417        127,368            118
  44      Morningstar Apartments                                         1,833,444        152,787             31
  45      CityPlace II                                                   1,525,142        127,095             60
  46      Hotel Lucia                                                    1,762,170        146,848             37
          Annunziata Multifamily Portfolio                               1,731,217        144,268             61
          --------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                       1,033,824        86,152              61
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          --------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                          466,097         38,841              61
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                         231,296         19,275              61
          --------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                               1,370,732        114,228             60
  51      Hotel Max                                                      1,578,904        131,575             37
  52      University Commons - Bloomington                               1,317,291        109,774            119
          --------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                     1,252,234        104,353            120
  54      Physicians Medical Center of Baton Rouge                       1,461,019        121,752             23
  55      Minnesota Office Building                                      1,385,366        115,447
  56      Home Interiors & Gifts                                         1,308,323        109,027             34
  57      Cambridge at Southern                                          1,077,588        89,799             120
          --------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                    1,022,000        85,167              60
  59      Sabre Office Centre                                            1,244,115        103,676             21
  60      Colony Woods                                                   1,245,490        103,791             43
  61      Mission Hills Shopping Center                                  1,176,483        98,040              59
  62      University Commons - Urbana                                     980,584         81,715             119
          --------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                               990,257         82,521             120
  64      Lake Laurie and Lake George Resorts                            1,253,095        104,425             22
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                          1,217,093        101,424             21
          --------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                   1,184,210        98,684              58
  67      University Commons - Eugene                                     955,341         79,612             119
  68      Atlantic Crossings                                             1,167,233        97,269
  69      17320 Gale Avenue                                              1,157,497        96,458              28
  70      Towne South Center                                             1,098,489        91,541              35
          --------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                795,217         66,268             110
  72      Embarcadero Club Apartments                                    1,037,530        86,461              22
  73      Embarcadero Business Park                                      1,053,189        87,766              48
  74      Arcadia Park Apartments                                         865,942         72,162              59
  75      Casa de Luna                                                    984,587         82,049              11
          --------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                     780,025         65,002              60
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                   719,405         59,950             120
  78      500 Victory Road                                                846,759         70,563
          --------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                               849,423         70,785              59
  80      Safety Storage portfolio                                        838,070         69,839
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          --------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                  910,344         75,862
  82      Rio Verde MHC-IPG                                               835,382         69,615
  83      Valencia Medical Building                                       824,588         68,716              60
          --------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                            821,727         68,477              21
  85      Stonebridge Medical Center                                      825,253         68,771              59
  86      290 Madison Avenue                                              703,740         58,645              60
  87      Marrietta Plaza                                                 736,702         61,392              24
  88      Designer Outlet Center                                          743,958         61,997              25
          --------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                           732,268         61,022
  90      266 Washington Avenue                                           625,975         52,165              59
  91      Hampton Inn Salt Lake City                                      744,809         62,067
  92      Summit Park Apartments                                          731,851         60,988              32
  93      Capistrano Self Storage                                         687,029         57,252              60
          --------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                675,586         56,299              36
  95      Shoppes at Savannah                                             681,820         56,818              34
  96      Mesa Gardens                                                    590,132         49,178             117
  97      Raymour & Flanigan Paramus                                      687,804         57,317
  98      Office Max Plaza - Scottsdale                                   637,189         53,099              60
          --------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                           633,783         52,815              24
 100      Lake Lucerne Towers                                             532,363         44,364             121
 101      Vestin Corporate Center                                         648,054         54,005              36
 102      Gwinnett Medical Office                                         560,964         46,747             118
 103      Marks Portfolio                                                 646,473         53,873              59
          --------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street
103.2     122 East 25th Street
103.3     22 Warren Street
 104      5 Enterprise Drive                                              608,786         50,732              60
 105      Bay Court Plaza                                                 611,906         50,992              36
          --------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                      634,078         52,840              22
 107      Warner Palms Apartments                                         606,515         50,543              60
 108      Marsh Store 01                                                  578,252         48,188
 109      Lock Up Portfolio                                               460,062         38,339             119
109.1     Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine
109.3     Lock Up - Bolingbrook
 110      Garden Grove Shopping Center                                    482,986         40,249              59
 111      Gold Coast Business Center                                      701,539         58,462
 112      Marsh Store 03                                                  533,600         44,467
          --------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                               533,592         44,466              60
 114      East Wintonbury Apartments                                      530,372         44,198              60
 115      Hawthorne Suites - Champaign, IL                                622,458         51,872
 116      River Crossing                                                  511,365         42,614              24
 117      Park Avenue Villas                                              506,955         42,246
          --------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                           498,235         41,520              12
 119      Mission Self Storage                                            471,151         39,263
 120      Sweetwater & Sugar Lakes                                        488,607         40,717
120.1     Sweetwater
120.2     Sugar Lakes
          --------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                              467,042         38,920
 122      Pines at Lanier                                                 452,585         37,715              36
 123      Fairways Apartments                                             455,038         37,920              60
 124      Marsh Store 101                                                 453,237         37,770
 125      5151 Tyler Lakes Boulevard                                      439,502         36,625              12
------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                          439,147         36,596
 127      1 North Central Avenue                                          433,708         36,142              61
 128      Fairfield Inn Manhattan KS                                      487,413         40,618
 129      Marina Lakes Office Building                                    427,404         35,617              20
 130      Murray Hill Office Center                                       405,061         33,755              36
          --------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                 385,955         32,163              21
 132      Bloomington Self Storage                                        391,430         32,619              21
 133      Signature Place                                                 380,876         31,740              48
 134      Planters Run Apartments                                         373,175         31,098              60
 135      Westchase Plaza                                                 364,149         30,346              24
          --------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                              361,827         30,152              24
136.1     Lake Shore
136.2     Willow Club Estates
 137      Community Self-Storage                                          365,745         30,479              22
 138      Parliament Bend                                                 355,205         29,600              35
          --------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                              367,481         30,623
139.1     Sunset Heights
139.2     Timberline
 140      Country Inn & Suites - Asheville                                400,637         33,386
 141      River View Plaza                                                365,455         30,455
          --------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                      425,533         35,461
 143      Crystal Pointe                                                  324,586         27,049              48
 144      Holiday Inn Express-Lexington SC                                344,958         28,746
 145      Linkside Apartments                                             319,258         26,605              48
 146      Town Center- Sugarland                                          321,677         26,806              1
          --------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                           326,854         27,238
 148      29 Barstow Road                                                 306,224         25,519              60
 149      York Green                                                      294,925         24,577
 150      777 Sunrise Highway                                             299,586         24,966              59
 151      Storage One Durango                                             300,500         25,042              21
          --------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                          298,785         24,899              44
 153      Noah's Ark Self Storage Hwy 281                                 290,879         24,240              35
 154      Walgreen's at Traverse City                                     277,139         23,095              24
 155      Terrace View Apartments                                         279,838         23,320              32
 156      Apache MHC                                                      282,228         23,519
          --------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                              296,851         24,738              35
 158      Eagle Ridge Apartments                                          262,477         21,873              53
 159      Indianola: North American & Parkside                            247,150         20,596              33
159.1     North American
159.2     Parkside
          --------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                      223,848         18,654              60
 161      27754 Novi Road                                                 221,396         18,450              60
 162      PETsMART Store                                                  167,430         13,953              83
 163      San Pedro Plaza                                                 190,278         15,856              24
 164      Hollywood Mini Storage                                          180,770         15,064              36
          --------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                 179,480         14,957              71
 166      Contempo MHC                                                    179,287         14,941
 167      Walgreens Milsboro                                              171,859         14,322              36
 168      A-1 Secure Storage                                              175,271         14,606              22
 169      Lee Plaza                                                       154,632         12,886
          --------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                        161,146         13,429
 171      Commercial Menaul                                               134,827         11,236
 172      Pine Haven Mobile Home Park                                     124,284         10,357
 173      3391 Berlin Turnpike                                            101,120          8,427


                                                                                                                ARD
  ID                         PROPERTY NAME                                         LOCKBOX (4)               (YES/NO)
-------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                           Springing                   No
  2       Four Allen Center                                                           Hard                      No
  3       EZ Storage Portfolio                                                        Soft                      No
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ---------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI
 3.4      EZ Storage Portfolio - Southfield, MI
 3.5      EZ Storage Portfolio - Lynnfield, MA
 3.6      EZ Storage Portfolio - Eastpointe, MI
 3.7      EZ Storage Portfolio - Warren, MI
          ---------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN
 3.9      EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ---------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ---------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ---------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ---------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ---------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ---------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ---------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ---------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
  4       JQH Hotel Portfolio                                                         Hard                      No
 4.1      Embassy Suites Frisco
 4.2      Embassy Suites Hampton
 4.3      Embassy Suites Hot Springs
          ---------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield
 4.5      Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                     Soft at Closing, Springing Hard        No
  5       369 Lexington Avenue                                           Soft at Closing, Springing Hard        No
  6       2 West 46th Street                                             Soft at Closing, Springing Hard        No
          ---------------------------------------------------------------------------------------------------------------
  7       First City Tower                                                            Hard                      No
  8       Victoria Ward Industrial, Gateway & Village                                 Hard                      No
  9       Sierra Vista Mall                                                           Hard                      No
  10      Morgan Resort Portfolio                                                     Hard                      No
 10.1     Buena Vista Resort
          ---------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ---------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
10.10     Blueberry Resort NJ
10.11     Coldbrook Resort
          ---------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                 Soft at Closing, Springing Hard        No
  12      JPIM Self Storage Portfolio                                    None at Closing; Springing Soft        No
 12.1     Waipahu
 12.2     San Francisco
          ---------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ---------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
12.10     Vallejo
12.11     Bedford
12.12     West Palm Beach
          ---------------------------------------------------------------------------------------------------------------
12.13     Fort Worth
12.14     Euless
  13      Broward Multifamily Portfolio                                  Soft at Closing, Springing Hard        No
 13.1     Water's Edge
 13.2     Southern Pointe
          ---------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                   Hard                      No
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ---------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.10     Ryans
14.11     Ryans
14.12     Ryans
14.13     Ryans
14.14     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet
14.16     Ryans
14.17     Ryans
14.18     Ryans
14.19     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.20     Ryans
14.21     Ryans
14.22     Ryans
14.23     Ryans
14.24     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.25     Ryans
14.26     Fire Mountain
14.27     Ryans
14.28     Fire Mountain
14.29     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain
14.31     Ryans
14.32     Ryans
14.33     Fire Mountain
14.34     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain
14.36     Ryans
14.37     Fire Mountain
14.38     Ryans
14.39     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.40     Ryans
14.41     Ryans
14.42     Fire Mountain
14.43     Ryans
14.44     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.45     Ryans
14.46     Ryans
14.47     Fire Mountain
14.48     Ryans
14.49     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.50     Ryans
14.51     Fire Mountain
14.52     Fire Mountain
14.53     Ryans
14.54     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.55     Ryans
14.56     Ryans
14.57     Ryans
14.58     Ryans
14.59     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.60     Ryans
14.61     Fire Mountain
14.62     Fire Mountain
14.63     Ryans
14.64     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain
14.66     Ryans
14.67     Ryans
14.68     Fire Mountain
14.69     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.70     Ryans
14.71     Ryans
14.72     Ryans
14.73     Fire Mountain
14.74     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.75     Ryans
14.76     Ryans
14.77     Ryans
14.78     Ryans
14.79     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.80     Ryans
14.81     Fire Mountain
14.82     Fire Mountain
14.83     Ryans
14.84     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.85     Ryans
14.86     Ryans
14.87     Ryans
14.88     Ryans
14.89     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.90     Ryans
14.91     Ryans
14.92     Fire Mountain
14.93     Ryans
14.94     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.95     Ryans
14.96     Fire Mountain
14.97     Ryans
14.98     Fire Mountain
14.99     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ---------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                         None                      No
          Carlson Hotel Portfolio                                        None at Closing; Springing Hard        No
  16      Carlson Bloomington and Philadelphia                           None at Closing; Springing Hard        No
 16.1     Country Inn & Suites Mall of America
          ---------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                None at Closing; Springing Hard        No
  18      Golf Mill Shopping Center                                                   Hard                      No
  19      300 7th Street                                                              Hard                      No
  20      Bawabeh VII - Banco Popular                                                 None                      No
          ---------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                                  None                      No
  22      Westin Portland                                                           Springing                   No
  23      Shoppes at Dadeland                                                         None                      No
  24      Montego Bay Apartments                                         Soft at Closing, Springing Hard        No
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                            Hard                      No
          ---------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                        Soft at Closing, Springing Hard        No
  27      Hampton Inn Manhattan                                                       None                      No
          ---------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                           None                      No
  29      North Bronx Portfolio                                                       None                      No
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ---------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ---------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
29.10     2264 Grand Avenue
  30      Links at Madison County                                                     None                      No
  31      Fort Collins Marriott Portfolio                                Soft at Closing; Springing Hard        No
 31.1     Fort Collins Marriott
          ---------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                              Hard                      No
  33      Casual Male HQ                                                              Hard                      No
  34      Heron Cay MHP                                                               None                      No
          ---------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                      None                      No
  36      C&S Grocers, Inc. Building                                                  None                      No
  37      Links at Stillwater                                                         None                      No
  38      Skylark Pointe                                                              None                      No
  39      Villa Lucia Apartments                                                      None                      No
          ---------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                             Soft at Closing, Springing Hard        No
  41      The Park at Spanish Ridge                                                   Hard                      No
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                       None                      No
          ---------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                            Hard                      No
  44      Morningstar Apartments                                                      None                      No
  45      CityPlace II                                                                None                      No
  46      Hotel Lucia                                                               Springing                   No
          Annunziata Multifamily Portfolio                                            None                      No
          ---------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                    None                      No
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ---------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                                      None                      No
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                                     None                      No
          ---------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                                            None                      No
  51      Hotel Max                                                                 Springing                   No
  52      University Commons - Bloomington                                            None                      No
          ---------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                     None at Closing; Springing Soft        No
  54      Physicians Medical Center of Baton Rouge                                  Springing                   No
  55      Minnesota Office Building                                                   None                      No
  56      Home Interiors & Gifts                                                      None                      No
  57      Cambridge at Southern                                                       None                      No
          ---------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                 None                      No
  59      Sabre Office Centre                                                         None                      No
  60      Colony Woods                                                                None                      No
  61      Mission Hills Shopping Center                                               None                      No
  62      University Commons - Urbana                                                 None                      No
          ---------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                           Hard                      No
  64      Lake Laurie and Lake George Resorts                                         Hard                      No
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                       None                      No
          ---------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                None                      No
  67      University Commons - Eugene                                                 None                      No
  68      Atlantic Crossings                                                          None                      No
  69      17320 Gale Avenue                                                           Hard                      No
  70      Towne South Center                                             Soft at Closing; Springing Hard        No
          ---------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                            None                      No
  72      Embarcadero Club Apartments                                                 None                      No
  73      Embarcadero Business Park                                                   None                      No
  74      Arcadia Park Apartments                                                     None                      No
  75      Casa de Luna                                                                None                      No
          ---------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                 None                      No
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                               None                      No
  78      500 Victory Road                                                          Springing                   No
          ---------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                           None                      No
  80      Safety Storage portfolio                                                    None                      No
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ---------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                 Hard; Springing Cash Management        No
  82      Rio Verde MHC-IPG                                                           None                      No
  83      Valencia Medical Building                                                   None                      No
          ---------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                        None                      No
  85      Stonebridge Medical Center                                                  None                      No
  86      290 Madison Avenue                                             Soft at Closing, Springing Hard        No
  87      Marrietta Plaza                                                             Hard                      No
  88      Designer Outlet Center                                                      None                      No
          ---------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                       None                      No
  90      266 Washington Avenue                                                       None                      No
  91      Hampton Inn Salt Lake City                                                  None                      No
  92      Summit Park Apartments                                                      None                      No
  93      Capistrano Self Storage                                                     None                      No
          ---------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                            None                      No
  95      Shoppes at Savannah                                                         None                      No
  96      Mesa Gardens                                                                None                      No
  97      Raymour & Flanigan Paramus                                                  Hard                      No
  98      Office Max Plaza - Scottsdale                                               None                      No
          ---------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                     Springing                   No
 100      Lake Lucerne Towers                                                         None                      No
 101      Vestin Corporate Center                                                     Hard                      No
 102      Gwinnett Medical Office                                                     None                      No
 103      Marks Portfolio                                                           Springing                   No
          ---------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street
103.2     122 East 25th Street
103.3     22 Warren Street
 104      5 Enterprise Drive                                                          Hard                      No
 105      Bay Court Plaza                                                None at Closing; Springing Hard        No
          ---------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                                  None                      No
 107      Warner Palms Apartments                                                     None                      No
 108      Marsh Store 01                                                              Hard                      No
 109      Lock Up Portfolio                                                           None                      No
109.1     Lock Up - Wheeling
          ---------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine
109.3     Lock Up - Bolingbrook
 110      Garden Grove Shopping Center                                                None                      No
 111      Gold Coast Business Center                                                  None                      No
 112      Marsh Store 03                                                              Hard                      No
          ---------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                                           None                      No
 114      East Wintonbury Apartments                                                  None                      No
 115      Hawthorne Suites - Champaign, IL                                            None                      No
 116      River Crossing                                                              None                      No
 117      Park Avenue Villas                                             Soft; Springing cash management        No
          ---------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                          None at Closing; Springing Hard        No
 119      Mission Self Storage                                                        None                      No
 120      Sweetwater & Sugar Lakes                                                    None                      No
120.1     Sweetwater
120.2     Sugar Lakes
          ---------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                                          None                      No
 122      Pines at Lanier                                                             None                      No
 123      Fairways Apartments                                                         None                      No
 124      Marsh Store 101                                                             Hard                      No
 125      5151 Tyler Lakes Boulevard                                                  Hard                      No
-------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                                      None                      No
 127      1 North Central Avenue                                         Soft at Closing, Springing Hard        No
 128      Fairfield Inn Manhattan KS                                     Hard, Springing Cash Management        No
 129      Marina Lakes Office Building                                                None                      No
 130      Murray Hill Office Center                                      None at Closing; Springing Hard        No
          ---------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                             None                      No
 132      Bloomington Self Storage                                                    None                      No
 133      Signature Place                                                Soft at Closing, Springing Hard        No
 134      Planters Run Apartments                                                     None                      No
 135      Westchase Plaza                                                             None                      No
          ---------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                                          None                      No
136.1     Lake Shore
136.2     Willow Club Estates
 137      Community Self-Storage                                                      None                      No
 138      Parliament Bend                                                             None                      No
          ---------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                                          None                      No
139.1     Sunset Heights
139.2     Timberline
 140      Country Inn & Suites - Asheville                                            Hard                      No
 141      River View Plaza                                                            None                      No
          ---------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                                  Hard                      No
 143      Crystal Pointe                                                              None                      No
 144      Holiday Inn Express-Lexington SC                               Hard, Springing Cash Management        No
 145      Linkside Apartments                                                         None                      No
 146      Town Center- Sugarland                                                      None                      No
          ---------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                                       None                      No
 148      29 Barstow Road                                                             None                      No
 149      York Green                                                                  None                      No
 150      777 Sunrise Highway                                                         None                      No
 151      Storage One Durango                                                         None                      No
          ---------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                                      None                      No
 153      Noah's Ark Self Storage Hwy 281                                             None                      No
 154      Walgreen's at Traverse City                                                 None                      No
 155      Terrace View Apartments                                                     None                      No
 156      Apache MHC                                                                  None                      No
          ---------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                                          Hard                      No
 158      Eagle Ridge Apartments                                                      None                      No
 159      Indianola: North American & Parkside                                        None                      No
159.1     North American
159.2     Parkside
          ---------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                                  Hard                      No
 161      27754 Novi Road                                                None at Closing; Springing Hard        No
 162      PETsMART Store                                                            Springing                   Yes
 163      San Pedro Plaza                                                             None                      No
 164      Hollywood Mini Storage                                                      None                      No
          ---------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                             None                      No
 166      Contempo MHC                                                                None                      No
 167      Walgreens Milsboro                                                          Hard                      No
 168      A-1 Secure Storage                                                          None                      No
 169      Lee Plaza                                                                   None                      No
          ---------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                       None at Closing; Springing Hard        No
 171      Commercial Menaul                                                           None                      No
 172      Pine Haven Mobile Home Park                                                 None                      No
 173      3391 Berlin Turnpike                                                        Hard                      No


                                                                             CROSSED
                                                                               WITH             RELATED       DSCR(3)(5)
  ID                         PROPERTY NAME                                 OTHER LOANS          BORROWER     (6)(7)(8)(9)
---------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                       No                               1.43
  2       Four Allen Center                                                     No                               1.30
  3       EZ Storage Portfolio                                                  No               Yes-C           1.33
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          -----------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI
 3.4      EZ Storage Portfolio - Southfield, MI
 3.5      EZ Storage Portfolio - Lynnfield, MA
 3.6      EZ Storage Portfolio - Eastpointe, MI
 3.7      EZ Storage Portfolio - Warren, MI
          -----------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN
 3.9      EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          -----------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          -----------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          -----------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          -----------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          -----------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          -----------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          -----------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          -----------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
  4       JQH Hotel Portfolio                                                   No                               1.39
 4.1      Embassy Suites Frisco
 4.2      Embassy Suites Hampton
 4.3      Embassy Suites Hot Springs
          -----------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield
 4.5      Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                   Yes - Staua / Srourrack   Yes-Q           1.19
  5       369 Lexington Avenue                                         Yes - Staua / Srourrack   Yes-Q           1.22
  6       2 West 46th Street                                           Yes - Staua / Srourrack   Yes-Q           1.15
          -----------------------------------------------------------------------------------------------------------------
  7       First City Tower                                                      No                               2.39
  8       Victoria Ward Industrial, Gateway & Village                           No                               1.25
  9       Sierra Vista Mall                                                     No                               1.37
  10      Morgan Resort Portfolio                                               No               Yes-H           1.25
 10.1     Buena Vista Resort
          -----------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          -----------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
10.10     Blueberry Resort NJ
10.11     Coldbrook Resort
          -----------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                        No                               1.84
  12      JPIM Self Storage Portfolio                                           No                               2.03
 12.1     Waipahu
 12.2     San Francisco
          -----------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          -----------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
12.10     Vallejo
12.11     Bedford
12.12     West Palm Beach
          -----------------------------------------------------------------------------------------------------------------
12.13     Fort Worth
12.14     Euless
  13      Broward Multifamily Portfolio                                         No                               1.13
 13.1     Water's Edge
 13.2     Southern Pointe
          -----------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                             No                               2.88
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          -----------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.10     Ryans
14.11     Ryans
14.12     Ryans
14.13     Ryans
14.14     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet
14.16     Ryans
14.17     Ryans
14.18     Ryans
14.19     Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.20     Ryans
14.21     Ryans
14.22     Ryans
14.23     Ryans
14.24     Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.25     Ryans
14.26     Fire Mountain
14.27     Ryans
14.28     Fire Mountain
14.29     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain
14.31     Ryans
14.32     Ryans
14.33     Fire Mountain
14.34     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain
14.36     Ryans
14.37     Fire Mountain
14.38     Ryans
14.39     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.40     Ryans
14.41     Ryans
14.42     Fire Mountain
14.43     Ryans
14.44     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.45     Ryans
14.46     Ryans
14.47     Fire Mountain
14.48     Ryans
14.49     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.50     Ryans
14.51     Fire Mountain
14.52     Fire Mountain
14.53     Ryans
14.54     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.55     Ryans
14.56     Ryans
14.57     Ryans
14.58     Ryans
14.59     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.60     Ryans
14.61     Fire Mountain
14.62     Fire Mountain
14.63     Ryans
14.64     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain
14.66     Ryans
14.67     Ryans
14.68     Fire Mountain
14.69     Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.70     Ryans
14.71     Ryans
14.72     Ryans
14.73     Fire Mountain
14.74     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.75     Ryans
14.76     Ryans
14.77     Ryans
14.78     Ryans
14.79     Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.80     Ryans
14.81     Fire Mountain
14.82     Fire Mountain
14.83     Ryans
14.84     Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.85     Ryans
14.86     Ryans
14.87     Ryans
14.88     Ryans
14.89     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.90     Ryans
14.91     Ryans
14.92     Fire Mountain
14.93     Ryans
14.94     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.95     Ryans
14.96     Fire Mountain
14.97     Ryans
14.98     Fire Mountain
14.99     Ryans
          -----------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          -----------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          -----------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          -----------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          -----------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          -----------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          -----------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                   No                               1.25
          Carlson Hotel Portfolio                                              Yes                               1.97
  16      Carlson Bloomington and Philadelphia                                 Yes               Yes-D           1.97
 16.1     Country Inn & Suites Mall of America
          -----------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                      Yes               Yes-D           1.97
  18      Golf Mill Shopping Center                                             No                               1.22
  19      300 7th Street                                                        No                               1.23
  20      Bawabeh VII - Banco Popular                                           No               Yes-N           1.12
          -----------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                            No               Yes-N           1.05
  22      Westin Portland                                                       No               Yes-J           1.43
  23      Shoppes at Dadeland                                                   No               Yes-O           1.39
  24      Montego Bay Apartments                                                No                               1.19
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                      No               Yes-H           1.25
          -----------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                               No                               1.03
  27      Hampton Inn Manhattan                                                 No                               1.31
          -----------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                     No                               1.33
  29      North Bronx Portfolio                                                 No                               1.14
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          -----------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          -----------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
29.10     2264 Grand Avenue
  30      Links at Madison County                                               No               Yes-M           1.25
  31      Fort Collins Marriott Portfolio                                       No                               1.43
 31.1     Fort Collins Marriott
          -----------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                        No                               1.35
  33      Casual Male HQ                                                        No                               2.03
  34      Heron Cay MHP                                                         No               Yes-L           1.20
          -----------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                No               Yes-M           1.26
  36      C&S Grocers, Inc. Building                                            No                               1.24
  37      Links at Stillwater                                                   No               Yes-M           1.21
  38      Skylark Pointe                                                        No                               1.01
  39      Villa Lucia Apartments                                                No                               1.00
          -----------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                    No                               1.58
  41      The Park at Spanish Ridge                                             No                               1.13
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                 No               Yes-M           1.27
          -----------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                      No                               1.60
  44      Morningstar Apartments                                                No                               1.20
  45      CityPlace II                                                          No                               1.22
  46      Hotel Lucia                                                           No               Yes-J           1.49
          Annunziata Multifamily Portfolio                               Yes - Annunziata        Yes-P           1.09
          -----------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                       Yes - Annunziata        Yes-P           1.09
 47.1     3 West 87th Street                                                                     Yes-P
 47.2     141 West 72nd Street                                                                   Yes-P
 47.3     113 West 70th Street                                                                   Yes-P
 47.4     254 West 71st Street                                                                   Yes-P
          -----------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                                   Yes-P
  48      Annunziata Portfolio I                                         Yes - Annunziata        Yes-P           1.10
 48.1     406 East 64th Street                                                                   Yes-P
 48.2     304 East 89th Street                                                                   Yes-P
  49      Annunziata Portfolio II                                        Yes - Annunziata        Yes-P           1.10
          -----------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                                  Yes-P
 49.2     462 West 51st Street                                                                   Yes-P
  50      Wellington Place                                                      No                               1.21
  51      Hotel Max                                                             No               Yes-J           1.74
  52      University Commons - Bloomington                                      No               Yes-B           1.65
          -----------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                            No                               1.27
  54      Physicians Medical Center of Baton Rouge                              No                               1.17
  55      Minnesota Office Building                                             No                               2.14
  56      Home Interiors & Gifts                                                No                               1.42
  57      Cambridge at Southern                                                 No                               1.67
          -----------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                           No                               1.35
  59      Sabre Office Centre                                                   No                               1.25
  60      Colony Woods                                                          No                               1.31
  61      Mission Hills Shopping Center                                         No                               1.18
  62      University Commons - Urbana                                           No               Yes-B           1.52
          -----------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                     No               Yes-K           1.22
  64      Lake Laurie and Lake George Resorts                                   No               Yes-H           1.24
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                 No                               1.46
          -----------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                          No                               1.28
  67      University Commons - Eugene                                           No               Yes-B           1.43
  68      Atlantic Crossings                                                    No                               1.28
  69      17320 Gale Avenue                                                     No                               1.22
  70      Towne South Center                                                    No                               1.19
          -----------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                      No               Yes-B           1.58
  72      Embarcadero Club Apartments                                           No                               1.41
  73      Embarcadero Business Park                                             No                               1.26
  74      Arcadia Park Apartments                                               No                               1.19
  75      Casa de Luna                                                          No                               1.22
          -----------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                           No                               1.20
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                         No               Yes-L           1.20
  78      500 Victory Road                                                      No                               1.21
          -----------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                     No                               1.37
  80      Safety Storage portfolio                                              No                               1.31
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          -----------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                        No                               1.36
  82      Rio Verde MHC-IPG                                                     No                               1.26
  83      Valencia Medical Building                                             No                               1.25
          -----------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                  No                               1.24
  85      Stonebridge Medical Center                                            No                               1.34
  86      290 Madison Avenue                                                    No                               1.02
  87      Marrietta Plaza                                                       No                               1.23
  88      Designer Outlet Center                                                No                               1.24
          -----------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                 No                               1.30
  90      266 Washington Avenue                                                 No                               1.20
  91      Hampton Inn Salt Lake City                                            No                               1.85
  92      Summit Park Apartments                                                No                               1.23
  93      Capistrano Self Storage                                               No                               1.33
          -----------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                      No                               1.22
  95      Shoppes at Savannah                                                   No                               1.36
  96      Mesa Gardens                                                          No                               1.36
  97      Raymour & Flanigan Paramus                                            No               Yes-F           1.69
  98      Office Max Plaza - Scottsdale                                         No                               1.21
          -----------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                 No                               1.22
 100      Lake Lucerne Towers                                                   No                               1.02
 101      Vestin Corporate Center                                               No                               1.28
 102      Gwinnett Medical Office                                               No               Yes-O           1.38
 103      Marks Portfolio                                                       No                               1.25
          -----------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street
103.2     122 East 25th Street
103.3     22 Warren Street
 104      5 Enterprise Drive                                                    No               Yes-K           1.30
 105      Bay Court Plaza                                                       No                               1.19
          -----------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                            No                               1.24
 107      Warner Palms Apartments                                               No                               1.16
 108      Marsh Store 01                                                        No               Yes-A           1.30
 109      Lock Up Portfolio                                                     No               Yes-C           1.46
109.1     Lock Up - Wheeling
          -----------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine
109.3     Lock Up - Bolingbrook
 110      Garden Grove Shopping Center                                          No                               1.27
 111      Gold Coast Business Center                                            No                               1.25
 112      Marsh Store 03                                                        No               Yes-A           1.33
          -----------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                                     No                               1.10
 114      East Wintonbury Apartments                                            No               Yes-E           1.25
 115      Hawthorne Suites - Champaign, IL                                      No                               1.76
 116      River Crossing                                                        No                               1.20
 117      Park Avenue Villas                                                    No                               1.19
          -----------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                                 No               Yes-D           1.91
 119      Mission Self Storage                                                  No                               1.39
 120      Sweetwater & Sugar Lakes                                              No               Yes-I           1.22
120.1     Sweetwater
120.2     Sugar Lakes
          -----------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                                    No                               1.42
 122      Pines at Lanier                                                       No                               1.25
 123      Fairways Apartments                                                   No               Yes-E           1.20
 124      Marsh Store 101                                                       No               Yes-A           1.32
 125      5151 Tyler Lakes Boulevard                                            No                               1.22
---------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                                No                               1.25
 127      1 North Central Avenue                                                No                               1.20
 128      Fairfield Inn Manhattan KS                                            No                               1.58
 129      Marina Lakes Office Building                                          No                               1.24
 130      Murray Hill Office Center                                             No                               1.20
          -----------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                       No                               1.48
 132      Bloomington Self Storage                                              No                               1.30
 133      Signature Place                                                       No                               1.31
 134      Planters Run Apartments                                               No               Yes-G           1.24
 135      Westchase Plaza                                                       No                               1.63
          -----------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                                    No                               1.30
136.1     Lake Shore
136.2     Willow Club Estates
 137      Community Self-Storage                                                No                               1.23
 138      Parliament Bend                                                       No                               1.16
          -----------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                                    No                               1.29
139.1     Sunset Heights
139.2     Timberline
 140      Country Inn & Suites - Asheville                                      No                               1.46
 141      River View Plaza                                                      No                               1.24
          -----------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                            No                               2.22
 143      Crystal Pointe                                                        No                               1.49
 144      Holiday Inn Express-Lexington SC                                      No                               1.48
 145      Linkside Apartments                                                   No               Yes-G           1.23
 146      Town Center- Sugarland                                                No               Yes-I           1.25
          -----------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                                 No                               1.25
 148      29 Barstow Road                                                       No                               1.04
 149      York Green                                                            No                               1.71
 150      777 Sunrise Highway                                                   No                               1.22
 151      Storage One Durango                                                   No                               1.30
          -----------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                                No                               1.27
 153      Noah's Ark Self Storage Hwy 281                                       No                               1.28
 154      Walgreen's at Traverse City                                           No                               1.27
 155      Terrace View Apartments                                               No                               1.33
 156      Apache MHC                                                            No                               1.21
          -----------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                                    No                               1.20
 158      Eagle Ridge Apartments                                                No                               1.52
 159      Indianola: North American & Parkside                                  No                               1.25
159.1     North American
159.2     Parkside
          -----------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                            No                               1.09
 161      27754 Novi Road                                                       No                               1.22
 162      PETsMART Store                                                        No                               2.04
 163      San Pedro Plaza                                                       No                               1.26
 164      Hollywood Mini Storage                                                No                               1.54
          -----------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                       No                               1.30
 166      Contempo MHC                                                          No                               1.86
 167      Walgreens Milsboro                                                    No                               1.20
 168      A-1 Secure Storage                                                    No                               1.28
 169      Lee Plaza                                                             No                               1.50
          -----------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                              No                               2.03
 171      Commercial Menaul                                                     No                               1.23
 172      Pine Haven Mobile Home Park                                           No                               1.20
 173      3391 Berlin Turnpike                                                  No               Yes-F           1.28


                                                                           GRACE        PAYMENT     APPRAISED          APPRAISAL
  ID                         PROPERTY NAME                                PERIOD         DATE       VALUE(10)       AS-OF DATE(10)
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                    5             1      $1,000,000,000      9/12/2006
  2       Four Allen Center                                                  6             1        300,000,000       9/1/2006
  3       EZ Storage Portfolio                                               5             1        362,820,000        Various
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                                               24,970,000       8/29/2006
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)                                     12,820,000       9/7/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                                                        12,410,000       9/6/2006
 3.4      EZ Storage Portfolio - Southfield, MI                                                      11,940,000       9/6/2006
 3.5      EZ Storage Portfolio - Lynnfield, MA                                                       11,900,000       8/30/2006
 3.6      EZ Storage Portfolio - Eastpointe, MI                                                      11,280,000       9/5/2006
 3.7      EZ Storage Portfolio - Warren, MI                                                          10,880,000       9/5/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                                                   8,770,000       9/6/2006
 3.9      EZ Storage Portfolio - Troy, MI                                                             8,740,000       9/6/2006
 3.10     EZ Storage Portfolio - Redford, MI                                                          8,740,000       9/6/2006
 3.11     EZ Storage Portfolio - Peabody,  MA                                                         8,700,000       8/30/2006
 3.12     EZ Storage Portfolio - Tewksbury, MA                                                        8,450,000       8/30/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                                                        7,500,000       8/30/2006
 3.14     EZ Storage Portfolio - South Euclid, OH                                                     8,300,000       9/5/2006
 3.15     EZ Storage Portfolio - Rochester Hills, MI                                                  8,240,000       9/6/2006
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)                                   8,140,000       9/5/2006
 3.17     EZ Storage Portfolio - Warwick, RI                                                          7,860,000       8/28/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)                                   7,340,000       9/5/2006
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                                                 7,610,000       9/6/2006
 3.20     EZ Storage Portfolio - Grand River, MI                                                      7,450,000       9/6/2006
 3.21     EZ Storage Portfolio - Shrewsbury, MA                                                       7,370,000       8/29/2006
 3.22     EZ Storage Portfolio - Chelmsford, MA                                                       7,310,000       8/29/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                                                          7,200,000       8/29/2006
 3.24     EZ Storage Portfolio - Auburn Hills, MI                                                     7,140,000       9/6/2006
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                                                 7,140,000       9/6/2006
 3.26     EZ Storage Portfolio - Livonia, MI                                                          7,120,000       9/6/2006
 3.27     EZ Storage Portfolio - Lincoln Park, MI                                                     6,890,000       9/6/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)                                      6,840,000       9/7/2006
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)                                     6,430,000       9/5/2006
 3.30     EZ Storage Portfolio - Reading, OH                                                          6,230,000       9/15/2006
 3.31     EZ Storage Portfolio - Center Line, MI                                                      6,220,000       9/5/2006
 3.32     EZ Storage Portfolio - Dearborn, MI                                                         6,220,000       9/6/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)                                      6,200,000       9/5/2006
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)                                   5,290,000       9/5/2006
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                                                6,100,000       9/5/2006
 3.36     EZ Storage Portfolio - Taylor, MI                                                           6,090,000       9/6/2006
 3.37     EZ Storage Portfolio - Woodbury, MN                                                         5,060,000       9/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)                                        5,820,000       9/5/2006
 3.39     EZ Storage Portfolio - Eagan, MN                                                            5,590,000       9/6/2006
 3.40     EZ Storage Portfolio - New Brighton, MN                                                     5,570,000       9/1/2006
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)                                 5,220,000       9/5/2006
 3.42     EZ Storage Portfolio - North Bend, OH                                                       5,110,000       9/5/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                                                 5,080,000       9/6/2006
 3.44     EZ Storage Portfolio - Sterling Heights, MI                                                 4,650,000       9/6/2006
 3.45     EZ Storage Portfolio - Marsh Lane, TX                                                       3,570,000       9/6/2006
 3.46     EZ Storage Portfolio - Burnsville, MN                                                       2,510,000       9/6/2006
 3.47     EZ Storage Portfolio - Coon Rapids, MN                                                      3,450,000       9/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                                                  3,360,000       9/1/2006
  4       JQH Hotel Portfolio                                                5             1        191,700,000        Various
 4.1      Embassy Suites Frisco                                                                      80,600,000       10/1/2009
 4.2      Embassy Suites Hampton                                                                     41,200,000       10/1/2008
 4.3      Embassy Suites Hot Springs                                                                 43,900,000       10/1/2008
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                                                            14,300,000       10/1/2008
 4.5      Courtyard by Marriott Junction City                                                        11,700,000       10/1/2008
          Manhattan Office Portfolio                                         5             1        131,900,000        Various
  5       369 Lexington Avenue                                               5             1         75,100,000      10/31/2006
  6       2 West 46th Street                                                 5             1         56,800,000       11/4/2006
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                                   0             1        215,000,000       1/1/2008
  8       Victoria Ward Industrial, Gateway & Village                        5             1        131,500,000       9/18/2006
  9       Sierra Vista Mall                                                  5             1         79,490,000       11/1/2006
  10      Morgan Resort Portfolio                                            5             1        109,030,000        Various
 10.1     Buena Vista Resort                                                                         18,750,000       6/7/2006
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                                          13,610,000       6/10/2006
 10.3     Crystal Lake Resort                                                                        10,000,000       5/17/2006
 10.4     Yogi Jellystone Resort OH                                                                   9,350,000       5/17/2006
 10.5     Grand Lakes Resort                                                                         14,110,000       5/17/2006
 10.6     Mountain Pines Resort                                                                       7,370,000       5/17/2006
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                                          6,540,000       5/11/2006
 10.8     Three Lakes Resort                                                                          7,410,000       5/17/2006
 10.9     Blueberry Hill Resort FL                                                                    7,110,000       5/17/2006
10.10     Blueberry Resort NJ                                                                         5,510,000       6/6/2006
10.11     Coldbrook Resort                                                                            4,390,000       5/16/2006
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                                                   4,880,000       6/6/2006
  11      Scottsdale 101                                                     5             1        119,000,000       9/27/2006
  12      JPIM Self Storage Portfolio                                        5             1        120,285,000        Various
 12.1     Waipahu                                                                                    20,860,000       7/25/2006
 12.2     San Francisco                                                                              14,180,000       7/24/2007
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                                                12,700,000       7/21/2006
 12.4     Metairie                                                                                   10,670,000       1/23/2008
 12.5     Philadelphia                                                                                9,100,000       7/1/2008
 12.6     Berkeley                                                                                   10,500,000       7/14/2006
 12.7     Kingwood                                                                                    8,760,000       7/14/2007
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                                                  7,580,000       1/1/2007
 12.9     Los Angeles                                                                                 7,300,000       7/20/2006
12.10     Vallejo                                                                                     6,220,000       7/19/2006
12.11     Bedford                                                                                     3,450,000       7/18/2006
12.12     West Palm Beach                                                                             3,140,000       7/20/2006
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                                                  3,050,000       7/18/2006
12.14     Euless                                                                                      2,775,000       7/21/2006
  13      Broward Multifamily Portfolio                                      5             1         81,000,000      10/25/2006
 13.1     Water's Edge                                                                               42,000,000      10/25/2006
 13.2     Southern Pointe                                                                            39,000,000      10/25/2006
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                   one(1) three(3)      1        347,177,075        Various
                                                                         day period
                                                                          per year
 14.1     Ryans                                                                                       4,650,000       10/1/2006
 14.2     Ryans                                                                                       4,010,000       10/1/2006
 14.3     Fire Mountain                                                                               4,070,000       10/1/2006
 14.4     Ryans                                                                                       3,829,887       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                                               3,768,800       10/1/2006
 14.6     Ryans                                                                                       3,665,896       10/1/2006
 14.7     Ryans                                                                                       3,635,703       10/1/2006
 14.8     Ryans                                                                                       3,626,096       10/1/2006
 14.9     Ryans                                                                                       3,584,071       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                                                       3,485,591       10/1/2006
14.11     Ryans                                                                                       3,475,736       10/1/2006
14.12     Ryans                                                                                       3,460,116       10/1/2006
14.13     Ryans                                                                                       3,437,242       10/1/2006
14.14     Ryans                                                                                       3,418,308       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                                                          3,372,514       10/1/2006
14.16     Ryans                                                                                       3,348,010       10/1/2006
14.17     Ryans                                                                                       3,326,421       10/1/2006
14.18     Ryans                                                                                       3,295,568       10/1/2006
14.19     Fire Mountain                                                                               3,290,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                                                       3,258,813       10/1/2006
14.21     Ryans                                                                                       3,200,000       10/1/2006
14.22     Ryans                                                                                       3,171,780       10/1/2006
14.23     Ryans                                                                                       3,164,377       10/1/2006
14.24     Fire Mountain                                                                               3,156,622       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                                                       3,146,573       10/1/2006
14.26     Fire Mountain                                                                               3,129,194       10/1/2006
14.27     Ryans                                                                                       3,126,824       10/1/2006
14.28     Fire Mountain                                                                               3,100,000       10/1/2006
14.29     Ryans                                                                                       3,100,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                                               3,100,000       10/1/2006
14.31     Ryans                                                                                       3,084,328       10/1/2006
14.32     Ryans                                                                                       3,079,990       10/1/2006
14.33     Fire Mountain                                                                               3,030,354       10/1/2006
14.34     Ryans                                                                                       3,000,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                                               3,025,000       10/1/2006
14.36     Ryans                                                                                       3,000,000       10/1/2006
14.37     Fire Mountain                                                                               2,980,749       10/1/2006
14.38     Ryans                                                                                       2,972,348       10/1/2006
14.39     Ryans                                                                                       2,963,789       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                                                       2,963,765       10/1/2006
14.41     Ryans                                                                                       2,950,000       10/1/2006
14.42     Fire Mountain                                                                               2,947,194       10/1/2006
14.43     Ryans                                                                                       2,910,145       10/1/2006
14.44     Ryans                                                                                       2,901,149       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                                                       2,900,000       10/1/2006
14.46     Ryans                                                                                       2,865,811       10/1/2006
14.47     Fire Mountain                                                                               2,836,180       10/1/2006
14.48     Ryans                                                                                       2,800,000       10/1/2006
14.49     Ryans                                                                                       2,821,393       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                                                       2,798,540       10/1/2006
14.51     Fire Mountain                                                                               2,795,114       10/1/2006
14.52     Fire Mountain                                                                               2,775,031       10/1/2006
14.53     Ryans                                                                                       2,760,911       10/1/2006
14.54     Ryans                                                                                       2,750,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                                                       2,700,000       10/1/2006
14.56     Ryans                                                                                       2,728,043       10/1/2006
14.57     Ryans                                                                                       2,707,796       10/1/2006
14.58     Ryans                                                                                       2,705,501       10/1/2006
14.59     Ryans                                                                                       2,800,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                                                       2,700,000       10/1/2006
14.61     Fire Mountain                                                                               2,800,000       10/1/2006
14.62     Fire Mountain                                                                               2,700,000       10/1/2006
14.63     Ryans                                                                                       2,690,212       10/1/2006
14.64     Ryans                                                                                       2,688,789       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                                               2,676,030       10/1/2006
14.66     Ryans                                                                                       2,652,128       10/1/2006
14.67     Ryans                                                                                       2,650,000       10/1/2006
14.68     Fire Mountain                                                                               2,636,136       10/1/2006
14.69     Fire Mountain                                                                               2,629,411       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                                                       2,621,930       10/1/2006
14.71     Ryans                                                                                       2,600,000       10/1/2006
14.72     Ryans                                                                                       2,598,460       10/1/2006
14.73     Fire Mountain                                                                               2,571,585       10/1/2006
14.74     Ryans                                                                                       2,569,515       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                                                       2,569,471       10/1/2006
14.76     Ryans                                                                                       2,561,876       10/1/2006
14.77     Ryans                                                                                       2,555,143       10/1/2006
14.78     Ryans                                                                                       2,710,000       9/26/2006
14.79     Fire Mountain                                                                               2,530,862       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                                                       2,529,262       10/1/2006
14.81     Fire Mountain                                                                               2,509,930       10/1/2006
14.82     Fire Mountain                                                                               2,488,661       10/1/2006
14.83     Ryans                                                                                       2,485,968       10/1/2006
14.84     Fire Mountain                                                                               2,481,092       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                                                       2,478,099       10/1/2006
14.86     Ryans                                                                                       2,476,021       10/1/2006
14.87     Ryans                                                                                       2,474,617       10/1/2006
14.88     Ryans                                                                                       2,452,931       10/1/2006
14.89     Ryans                                                                                       2,446,220       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                                                       2,431,374       10/1/2006
14.91     Ryans                                                                                       2,423,372       10/1/2006
14.92     Fire Mountain                                                                               2,412,747       10/1/2006
14.93     Ryans                                                                                       2,375,818       10/1/2006
14.94     Ryans                                                                                       2,325,056       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                                                       2,303,814       10/1/2006
14.96     Fire Mountain                                                                               2,302,371       10/1/2006
14.97     Ryans                                                                                       2,301,716       10/1/2006
14.98     Fire Mountain                                                                               2,300,486       10/1/2006
14.99     Ryans                                                                                       2,300,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                                                       2,300,000       10/1/2006
14.101    Ryans                                                                                       2,285,644       10/1/2006
14.102    Ryans                                                                                       2,275,608       10/1/2006
14.103    Ryans                                                                                       2,250,000       10/1/2006
14.104    Ryans                                                                                       2,242,254       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                                               2,200,000       10/1/2006
14.106    Fire Mountain                                                                               2,200,000       10/1/2006
14.107    Ryans                                                                                       2,183,982       10/1/2006
14.108    Ryans                                                                                       2,150,000       10/1/2006
14.109    Fire Mountain                                                                               2,145,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                                                       2,054,565       10/1/2006
14.111    Ryans                                                                                       2,043,296       10/1/2006
14.112    Ryans                                                                                       1,925,035       10/1/2006
14.113    Ryans                                                                                       1,898,602       10/1/2006
14.114    Ryans                                                                                       1,329,718       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                                                       2,360,000       10/1/2006
14.116    Ryans                                                                                       2,310,000       10/1/2006
14.117    Ryans                                                                                       2,300,000       10/1/2006
14.118    Home Town Buffet                                                                            2,300,000       10/1/2006
14.119    Ryans                                                                                       3,000,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                                               1,925,000       10/1/2006
14.121    Fire Mountain                                                                               1,840,000       10/1/2006
14.122    Home Town Buffet                                                                            1,700,000       10/1/2006
14.123    Ryans                                                                                       1,480,000       10/1/2006
14.124    Ryans                                                                                       1,400,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                                            1,400,000       10/1/2006
14.126    Home Town Buffet                                                                            1,200,000       10/1/2006
14.127    Ryans                                                                                       1,700,000       10/1/2006
14.128    Old Country Buffet                                                                          1,100,000       10/1/2006
14.129    Old Country Buffet                                                                            960,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                                                         750,000       10/1/2006
  15      Empirian Chesapeake                                                5             1         78,800,000      11/14/2006
          Carlson Hotel Portfolio                                            5             1        104,400,000       10/1/2006
  16      Carlson Bloomington and Philadelphia                               5             1         57,900,000       10/1/2006
 16.1     Country Inn & Suites Mall of America                                                       34,500,000       10/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                                           23,400,000       10/1/2006
  17      Carlson Radisson Lord Baltimore                                    5             1         46,500,000       10/1/2006
  18      Golf Mill Shopping Center                                          0             1         72,800,000       8/28/2006
  19      300 7th Street                                                     5             1         63,200,000       10/4/2006
  20      Bawabeh VII - Banco Popular                                        5             1         54,600,000       9/29/2006 -
                                                                                                                      10/6/2006
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                         5             1         50,000,000       9/1/2006
  22      Westin Portland                                                    5             1         53,500,000       6/21/2006
  23      Shoppes at Dadeland                                                5             1         50,000,000      10/17/2006
  24      Montego Bay Apartments                                             5             1         50,300,000       10/6/2006
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                   5             1         50,820,000        Various
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                                          21,840,000       6/27/2006
 25.2     Indian Creek Resort                                                                        20,310,000       7/26/2006
 25.3     Wagon Wheel Resort                                                                          8,670,000       6/27/2006
  26      Longford Medical Center                                            5             1         42,150,000      10/23/2006
  27      Hampton Inn Manhattan                                              5             1         55,000,000       9/1/2006
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                  5             1         44,000,000       9/1/2006
  29      North Bronx Portfolio                                              5             1         47,400,000        Various
 29.1     3018 Heath Avenue                                                                           6,400,000      10/17/2006
 29.2     2770-80 Kingsbridge Terrace                                                                 6,200,000      10/13/2006
 29.3     1576 Taylor Avenue                                                                          5,600,000      10/13/2006
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                                        5,000,000      10/13/2006
 29.5     2500 University Avenue                                                                      4,800,000      10/13/2006
 29.6     2505 Aqueduct Avenue                                                                        4,500,000      10/13/2006
 29.7     2785 Sedgwick Avenue                                                                        4,100,000      10/13/2006
 29.8     3215 Holland Avenue                                                                         3,800,000      10/13/2006
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                                         3,800,000      10/13/2006
29.10     2264 Grand Avenue                                                                           3,200,000      10/13/2006
  30      Links at Madison County                                            5             1         46,150,000      11/23/2006
  31      Fort Collins Marriott Portfolio                                    5             1         48,400,000       8/23/2006
 31.1     Fort Collins Marriott                                                                      24,300,000       8/23/2006
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                                                 14,000,000       8/23/2006
 31.3     Courtyard Fort Collins                                                                     10,100,000       8/23/2006
  32      Regions Center                                                     5             1         42,400,000       7/1/2006
  33      Casual Male HQ                                                     5             1         57,000,000       1/1/2006
  34      Heron Cay MHP                                                      5             1         42,230,000      10/26/2006
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                             5             1         38,500,000       5/4/2006
  36      C&S Grocers, Inc. Building                                         5             1         43,000,000       9/19/2006
  37      Links at Stillwater                                                5             1         35,000,000       5/4/2006
  38      Skylark Pointe                                                     5             1         37,800,000       10/2/2006
  39      Villa Lucia Apartments                                             5             1         33,080,000       9/9/2006
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                 5             1         37,500,000       9/14/2006
  41      The Park at Spanish Ridge                                          5             1         36,680,000        Various
 41.1     8912 Spanish Ridge Avenue                                                                  23,600,000       9/13/2007
 41.2     8918 Spanish Ridge Avenue                                                                  13,080,000       1/13/2007
  42      Greens on Blossom Way                                              5             1         32,700,000       11/4/2006
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                   0             1         46,900,000       7/10/2006
  44      Morningstar Apartments                                             5             1         35,900,000       11/1/2006
  45      CityPlace II                                                       5             1         31,800,000      10/24/2006
  46      Hotel Lucia                                                        5             1         34,700,000       6/21/2006
          Annunziata Multifamily Portfolio                                   5             1         36,800,000        Various
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                           5             1         21,600,000      10/31/2006
 47.1     3 West 87th Street                                                                          6,900,000      10/31/2006
 47.2     141 West 72nd Street                                                                        5,500,000      10/31/2006
 47.3     113 West 70th Street                                                                        3,700,000      10/31/2006
 47.4     254 West 71st Street                                                                        2,900,000      10/31/2006
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                                        2,600,000      10/31/2006
  48      Annunziata Portfolio I                                             5             1         10,100,000      10/31/2006
 48.1     406 East 64th Street                                                                        5,900,000      10/31/2006
 48.2     304 East 89th Street                                                                        4,200,000      10/31/2006
  49      Annunziata Portfolio II                                            5             1          5,100,000      10/31/2006
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                                       2,800,000      10/31/2006
 49.2     462 West 51st Street                                                                        2,300,000      10/31/2006
  50      Wellington Place                                                   5             1         30,300,000      10/17/2006
  51      Hotel Max                                                          5             1         31,400,000       9/1/2006
  52      University Commons - Bloomington                                   5             1         31,100,000       7/18/2006
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                         5             1         31,200,000      10/27/2006
  54      Physicians Medical Center of Baton Rouge                           5             1         24,800,000       8/23/2006
  55      Minnesota Office Building                                          5             1         37,500,000       7/5/2006
  56      Home Interiors & Gifts                                             5             1         33,000,000       9/14/2006
  57      Cambridge at Southern                                              5             1         24,250,000       6/8/2006
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                        5             1         24,200,000       5/25/2006
  59      Sabre Office Centre                                                5             1         21,600,000       6/19/2006
  60      Colony Woods                                                       0             1         23,000,000       9/1/2006
  61      Mission Hills Shopping Center                                      5             1         21,500,000       9/12/2006
  62      University Commons - Urbana                                        5             1         22,100,000       7/19/2006
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                  5             1         20,500,000       8/4/2006
  64      Lake Laurie and Lake George Resorts                                5             1         23,110,000        Various
 64.1     Lake Laurie Resort                                                                         17,580,000       6/6/2006
 64.2     Lake George Resort                                                                          5,530,000       7/1/2006
  65      Hawthorn Suites San Antonio Riverwalk                              5             1         24,000,000       6/1/2008
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                       5             1         20,350,000       8/8/2006
  67      University Commons - Eugene                                        5             1         23,600,000       7/18/2006
  68      Atlantic Crossings                                                 5             1         23,700,000       7/9/2006
  69      17320 Gale Avenue                                                  5             1         22,500,000       8/18/2006
  70      Towne South Center                                                 5             1         20,400,000       8/11/2006
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                   5             1         23,350,000      12/26/2006
  72      Embarcadero Club Apartments                                        5             1         18,000,000       6/15/2006
  73      Embarcadero Business Park                                          5             1         20,400,000       8/29/2006
  74      Arcadia Park Apartments                                            5             1         17,000,000       9/21/2006
  75      Casa de Luna                                                       5             1         19,550,000       8/10/2006
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                        5             1         16,600,000       10/5/2006
 76.1     208-210 East Seventh Street                                                                 9,000,000       10/5/2006
 76.2     114-116 East First Street                                                                   7,600,000       10/5/2006
  77      Vero Palm MHP                                                      5             1         17,040,000      10/26/2006
  78      500 Victory Road                                                   5             1         23,100,000      10/17/2006
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                  5             1         18,000,000       8/24/2006
  80      Safety Storage portfolio                                           5             1         16,400,000        Various
 80.1     Martin City                                                                                 4,400,000      10/30/2006
 80.2     Pleasant Valley                                                                             3,600,000       11/7/2006
 80.3     Independence South                                                                          3,750,000       11/7/2006
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                                                2,450,000       11/7/2006
 80.5     Olathe                                                                                      2,200,000      10/30/2006
  81      Country Inn & Suites Calabasas                                     5             1         16,100,000       8/15/2006
  82      Rio Verde MHC-IPG                                                  5             1         16,450,000       7/27/2006
  83      Valencia Medical Building                                          5             1         16,000,000       9/13/2006
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                               5             1         15,200,000       4/1/2007
  85      Stonebridge Medical Center                                         5             1         20,200,000       11/1/2006
  86      290 Madison Avenue                                                 5             1         14,500,000       6/1/2006
  87      Marrietta Plaza                                                    5             1         13,150,000      10/10/2006
  88      Designer Outlet Center                                             5             1         16,200,000       8/1/2006
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                              5             1         16,000,000       7/19/2006
  90      266 Washington Avenue                                              5             1         20,400,000       10/4/2006
  91      Hampton Inn Salt Lake City                                         5             1         15,100,000      10/10/2006
  92      Summit Park Apartments                                             5             1         12,500,000       6/14/2006
  93      Capistrano Self Storage                                            5             1         13,250,000       9/14/2006
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                   5             1         13,450,000       9/5/2006
  95      Shoppes at Savannah                                                5             1         12,500,000       7/11/2006
  96      Mesa Gardens                                                       5             1         16,000,000       7/6/2006
  97      Raymour & Flanigan Paramus                                         5             1         16,300,000       9/16/2006
  98      Office Max Plaza - Scottsdale                                      5             1         11,600,000      10/10/2006
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                              5             1         12,600,000       9/21/2006
 100      Lake Lucerne Towers                                                5             1         14,000,000      10/27/2006
 101      Vestin Corporate Center                                            5             1         14,600,000       9/25/2006
 102      Gwinnett Medical Office                                            5             1         11,400,000       8/16/2006
 103      Marks Portfolio                                                    5             1         13,250,000        Various
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                                                        9,200,000       4/10/2006
103.2     122 East 25th Street                                                                        2,350,000       4/6/2006
103.3     22 Warren Street                                                                            1,700,000       4/6/2006
 104      5 Enterprise Drive                                                 5             1          9,000,000       9/21/2006
 105      Bay Court Plaza                                                    5             1         12,400,000      10/24/2006
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                         5             1         10,850,000       7/18/2006
 107      Warner Palms Apartments                                            5             1         11,800,000       9/5/2006
 108      Marsh Store 01                                                     5             1         11,200,000       8/31/2006
 109      Lock Up Portfolio                                                  5             1          9,600,000        Various
109.1     Lock Up - Wheeling                                                                          3,200,000       9/21/2006
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                                                          3,300,000       9/26/2006
109.3     Lock Up - Bolingbrook                                                                       3,100,000       9/23/2006
 110      Garden Grove Shopping Center                                       5             1         11,450,000       9/5/2006
 111      Gold Coast Business Center                                         5             1         10,510,000       9/20/2006
 112      Marsh Store 03                                                     5             1         10,360,000       9/3/2006
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                                  5             1         14,400,000      10/17/2006
 114      East Wintonbury Apartments                                         5             1         10,700,000       7/7/2006
 115      Hawthorne Suites - Champaign, IL                                   5             1         13,600,000       10/1/2006
 116      River Crossing                                                     5             1          9,300,000       9/28/2006
 117      Park Avenue Villas                                                 5             1          9,000,000      10/19/2006
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                              5             1         12,500,000       10/1/2006
 119      Mission Self Storage                                               5             1          8,720,000       9/21/2006
 120      Sweetwater & Sugar Lakes                                           5             1          8,800,000       6/7/2006
120.1     Sweetwater                                                                                  6,200,000       6/7/2006
120.2     Sugar Lakes                                                                                 2,600,000       6/7/2006
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                                 5             1         10,100,000       11/1/2006
 122      Pines at Lanier                                                    5             1          8,250,000      10/18/2006
 123      Fairways Apartments                                                5             1          9,000,000       3/30/2006
 124      Marsh Store 101                                                    5             1          8,800,000       9/4/2006
 125      5151 Tyler Lakes Boulevard                                         5             1          8,000,000       9/25/2006
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                             5             1          8,200,000       9/14/2006
 127      1 North Central Avenue                                             5             1          8,200,000       3/21/2006
 128      Fairfield Inn Manhattan KS                                         5             1          7,800,000       8/1/2006
 129      Marina Lakes Office Building                                       5             1         10,000,000       6/21/2006
 130      Murray Hill Office Center                                          5             1          7,200,000       7/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                    5             1          8,200,000       7/16/2006
 132      Bloomington Self Storage                                           5             1         10,010,000       5/11/2007
 133      Signature Place                                                    5             1          7,000,000       10/5/2006
 134      Planters Run Apartments                                            5             1          7,100,000       9/22/2006
 135      Westchase Plaza                                                    5             1          8,700,000       7/14/2006
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                                 5             1          7,200,000       9/27/2006
136.1     Lake Shore                                                                                        NAP
136.2     Willow Club Estates                                                                               NAP
 137      Community Self-Storage                                             5             1          7,180,000       8/22/2007
 138      Parliament Bend                                                    5             1          7,230,000       9/20/2006
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                                 5             1          6,800,000        Various
139.1     Sunset Heights                                                                              3,800,000       7/7/2006
139.2     Timberline                                                                                  3,000,000       7/6/2006
 140      Country Inn & Suites - Asheville                                   5             1          6,700,000       6/28/2006
 141      River View Plaza                                                   5             1          7,400,000       6/20/2006
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                         5             1          9,000,000       8/29/2006
 143      Crystal Pointe                                                     5             1          7,700,000      10/20/2006
 144      Holiday Inn Express-Lexington SC                                   5             1          6,000,000       9/19/2006
 145      Linkside Apartments                                                5             1          5,800,000       9/24/2006
 146      Town Center- Sugarland                                             5             1          6,066,000       6/7/2007
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                              5             1          6,300,000       6/4/2006
 148      29 Barstow Road                                                    5             1          5,800,000      10/24/2006
 149      York Green                                                         5             1          9,300,000       9/13/2006
 150      777 Sunrise Highway                                                5             1          5,800,000       8/17/2006
 151      Storage One Durango                                                5             1          8,520,000       11/1/2006
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                             5             1          5,450,000       6/22/2006
 153      Noah's Ark Self Storage Hwy 281                                    5             1          5,270,000       9/13/2006
 154      Walgreen's at Traverse City                                        5             1          5,480,000       6/12/2006
 155      Terrace View Apartments                                            5             1          6,150,000       6/7/2006
 156      Apache MHC                                                         5             1          5,510,000       7/11/2006
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                                 5             1          5,250,000      10/10/2006
 158      Eagle Ridge Apartments                                             5             1          6,280,000      12/17/2005
 159      Indianola: North American & Parkside                               5             1          4,700,000       1/6/2006
159.1     North American                                                                              3,000,000       1/6/2006
159.2     Parkside                                                                                    1,700,000       1/6/2006
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                         5             1          4,950,000       9/12/2006
 161      27754 Novi Road                                                    5             1          3,980,000       9/6/2006
 162      PETsMART Store                                                     5             1          5,700,000       9/14/2006
 163      San Pedro Plaza                                                    5             1          4,000,000       5/15/2006
 164      Hollywood Mini Storage                                             5             1          3,900,000       9/22/2006
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                    5             1          3,250,000       9/7/2006
 166      Contempo MHC                                                       5             1          5,800,000       9/7/2006
 167      Walgreens Milsboro                                                 5             1          3,050,000      10/22/2006
 168      A-1 Secure Storage                                                 5             1          3,940,000       7/28/2006
 169      Lee Plaza                                                          5             1          3,900,000       9/14/2006
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                           5             1          3,400,000       9/13/2006
 171      Commercial Menaul                                                  5             1          2,500,000       8/24/2006
 172      Pine Haven Mobile Home Park                                        5             1          2,350,000      10/12/2006
 173      3391 Berlin Turnpike                                               5             1          2,100,000       7/14/2006


                                                                              CUT-OFF
                                                                             DATE LTV                LTV RATIO AT
  ID                         PROPERTY NAME                             RATIO(6)(7)(8)(9)(10)   MATURITY/ARD(6)(8)(9)(10)
-------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                                     75.50%                   75.50%
  2       Four Allen Center                                                   80.00%                   80.00%
  3       EZ Storage Portfolio                                                82.69%                   82.69%
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ---------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI
 3.4      EZ Storage Portfolio - Southfield, MI
 3.5      EZ Storage Portfolio - Lynnfield, MA
 3.6      EZ Storage Portfolio - Eastpointe, MI
 3.7      EZ Storage Portfolio - Warren, MI
          ---------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN
 3.9      EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ---------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ---------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ---------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ---------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ---------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ---------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ---------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ---------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
  4       JQH Hotel Portfolio                                                 65.21%                   57.15%
 4.1      Embassy Suites Frisco
 4.2      Embassy Suites Hampton
 4.3      Embassy Suites Hot Springs
          ---------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield
 4.5      Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                          80.37%                   77.17%
  5       369 Lexington Avenue                                                79.89%                   74.24%
  6       2 West 46th Street                                                  80.99%                   80.99%
          ---------------------------------------------------------------------------------------------------------------
  7       First City Tower                                                    43.26%                   43.26%
  8       Victoria Ward Industrial, Gateway & Village                         67.30%                   67.30%
  9       Sierra Vista Mall                                                   76.11%                   76.11%
  10      Morgan Resort Portfolio                                             69.25%                   66.17%
 10.1     Buena Vista Resort
          ---------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ---------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
10.10     Blueberry Resort NJ
10.11     Coldbrook Resort
          ---------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                      58.82%                   58.82%
  12      JPIM Self Storage Portfolio                                         55.20%                   55.20%
 12.1     Waipahu
 12.2     San Francisco
          ---------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ---------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
12.10     Vallejo
12.11     Bedford
12.12     West Palm Beach
          ---------------------------------------------------------------------------------------------------------------
12.13     Fort Worth
12.14     Euless
  13      Broward Multifamily Portfolio                                       80.00%                   80.00%
 13.1     Water's Edge
 13.2     Southern Pointe
          ---------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                           36.44%                   32.29%
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ---------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.10     Ryans
14.11     Ryans
14.12     Ryans
14.13     Ryans
14.14     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet
14.16     Ryans
14.17     Ryans
14.18     Ryans
14.19     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.20     Ryans
14.21     Ryans
14.22     Ryans
14.23     Ryans
14.24     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.25     Ryans
14.26     Fire Mountain
14.27     Ryans
14.28     Fire Mountain
14.29     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain
14.31     Ryans
14.32     Ryans
14.33     Fire Mountain
14.34     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain
14.36     Ryans
14.37     Fire Mountain
14.38     Ryans
14.39     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.40     Ryans
14.41     Ryans
14.42     Fire Mountain
14.43     Ryans
14.44     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.45     Ryans
14.46     Ryans
14.47     Fire Mountain
14.48     Ryans
14.49     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.50     Ryans
14.51     Fire Mountain
14.52     Fire Mountain
14.53     Ryans
14.54     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.55     Ryans
14.56     Ryans
14.57     Ryans
14.58     Ryans
14.59     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.60     Ryans
14.61     Fire Mountain
14.62     Fire Mountain
14.63     Ryans
14.64     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain
14.66     Ryans
14.67     Ryans
14.68     Fire Mountain
14.69     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.70     Ryans
14.71     Ryans
14.72     Ryans
14.73     Fire Mountain
14.74     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.75     Ryans
14.76     Ryans
14.77     Ryans
14.78     Ryans
14.79     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.80     Ryans
14.81     Fire Mountain
14.82     Fire Mountain
14.83     Ryans
14.84     Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.85     Ryans
14.86     Ryans
14.87     Ryans
14.88     Ryans
14.89     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.90     Ryans
14.91     Ryans
14.92     Fire Mountain
14.93     Ryans
14.94     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.95     Ryans
14.96     Fire Mountain
14.97     Ryans
14.98     Fire Mountain
14.99     Ryans
          ---------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ---------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ---------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                 79.95%                   74.61%
          Carlson Hotel Portfolio                                             58.43%                   52.57%
  16      Carlson Bloomington and Philadelphia                                58.43%                   52.57%
 16.1     Country Inn & Suites Mall of America
          ---------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                     58.43%                   52.57%
  18      Golf Mill Shopping Center                                           71.43%                   63.24%
  19      300 7th Street                                                      80.70%                   80.70%
  20      Bawabeh VII - Banco Popular                                         76.28%                   71.02%
          ---------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                          80.00%                   70.67%
  22      Westin Portland                                                     74.77%                   68.58%
  23      Shoppes at Dadeland                                                 78.00%                   78.00%
  24      Montego Bay Apartments                                              75.55%                   75.55%
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                    71.53%                   69.11%
          ---------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                             77.58%                   74.14%
  27      Hampton Inn Manhattan                                               65.45%                   59.42%
          ---------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                   80.00%                   80.00%
  29      North Bronx Portfolio                                               73.84%                   73.84%
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ---------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ---------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
29.10     2264 Grand Avenue
  30      Links at Madison County                                             71.67%                   63.76%
  31      Fort Collins Marriott Portfolio                                     67.15%                   64.03%
 31.1     Fort Collins Marriott
          ---------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                      75.47%                   70.81%
  33      Casual Male HQ                                                      55.58%                   47.52%
  34      Heron Cay MHP                                                       72.64%                   72.64%
          ---------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                              72.73%                   64.50%
  36      C&S Grocers, Inc. Building                                          65.00%                   57.05%
  37      Links at Stillwater                                                 78.79%                   70.04%
  38      Skylark Pointe                                                      71.96%                   68.22%
  39      Villa Lucia Apartments                                              81.62%                   81.62%
          ---------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                  69.33%                   58.36%
  41      The Park at Spanish Ridge                                           70.88%                   66.32%
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                               79.51%                   70.68%
          ---------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                    55.44%                   55.44%
  44      Morningstar Apartments                                              71.03%                   64.19%
  45      CityPlace II                                                        78.62%                   78.62%
  46      Hotel Lucia                                                         72.05%                   64.86%
          Annunziata Multifamily Portfolio                                    67.12%                   62.59%
          ---------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                            68.29%                   63.68%
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ---------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                              65.84%                   61.40%
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                             64.71%                   60.34%
          ---------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                                    77.56%                   77.56%
  51      Hotel Max                                                           71.34%                   64.22%
  52      University Commons - Bloomington                                    71.60%                   71.60%
          ---------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                          70.51%                   70.51%
  54      Physicians Medical Center of Baton Rouge                            72.98%                   63.35%
  55      Minnesota Office Building                                           53.28%                   44.76%
  56      Home Interiors & Gifts                                              57.61%                   50.58%
  57      Cambridge at Southern                                               75.83%                   75.83%
          ---------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                         72.31%                   72.31%
  59      Sabre Office Centre                                                 79.63%                   70.64%
  60      Colony Woods                                                        62.39%                   57.52%
  61      Mission Hills Shopping Center                                       78.14%                   72.86%
  62      University Commons - Urbana                                         75.00%                   75.00%
          ---------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                   79.80%                   79.80%
  64      Lake Laurie and Lake George Resorts                                 70.53%                   68.28%
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                               67.92%                   65.61%
          ---------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                        79.85%                   74.83%
  67      University Commons - Eugene                                         68.43%                   68.43%
  68      Atlantic Crossings                                                  67.32%                   57.47%
  69      17320 Gale Avenue                                                   69.33%                   62.44%
  70      Towne South Center                                                  75.74%                   68.29%
          ---------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                    63.13%                   63.13%
  72      Embarcadero Club Apartments                                         81.33%                   71.85%
  73      Embarcadero Business Park                                           68.63%                   60.99%
  74      Arcadia Park Apartments                                             80.00%                   80.00%
  75      Casa de Luna                                                        63.94%                   55.53%
          ---------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                         70.48%                   70.48%
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                       72.33%                   72.33%
  78      500 Victory Road                                                    51.95%                   43.82%
          ---------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                   66.67%                   62.25%
  80      Safety Storage portfolio                                            71.95%                   60.81%
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ---------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                      71.43%                   55.78%
  82      Rio Verde MHC-IPG                                                   69.78%                   65.47%
  83      Valencia Medical Building                                           71.25%                   66.71%
          ---------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                73.95%                   65.75%
  85      Stonebridge Medical Center                                          55.45%                   52.03%
  86      290 Madison Avenue                                                  75.86%                   75.86%
  87      Marrietta Plaza                                                     80.00%                   76.93%
  88      Designer Outlet Center                                              64.10%                   56.75%
          ---------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                               64.81%                   54.80%
  90      266 Washington Avenue                                               49.02%                   49.02%
  91      Hampton Inn Salt Lake City                                          66.23%                   50.61%
  92      Summit Park Apartments                                              80.00%                   72.52%
  93      Capistrano Self Storage                                             73.96%                   68.98%
          ---------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                    72.12%                   64.79%
  95      Shoppes at Savannah                                                 76.80%                   69.24%
  96      Mesa Gardens                                                        60.00%                   60.00%
  97      Raymour & Flanigan Paramus                                          58.65%                   49.74%
  98      Office Max Plaza - Scottsdale                                       80.00%                   74.41%
          ---------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                               73.02%                   64.11%
 100      Lake Lucerne Towers                                                 65.00%                   65.00%
 101      Vestin Corporate Center                                             62.33%                   56.22%
 102      Gwinnett Medical Office                                             79.82%                   79.82%
 103      Marks Portfolio                                                     67.92%                   63.54%
          ---------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street
103.2     122 East 25th Street
103.3     22 Warren Street
 104      5 Enterprise Drive                                                  74.44%                   67.91%
 105      Bay Court Plaza                                                     70.16%                   63.14%
          ---------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                          79.26%                   70.60%
 107      Warner Palms Apartments                                             72.88%                   68.02%
 108      Marsh Store 01                                                      72.69%                   61.44%
 109      Lock Up Portfolio                                                   83.33%                   83.33%
109.1     Lock Up - Wheeling
          ---------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine
109.3     Lock Up - Bolingbrook
 110      Garden Grove Shopping Center                                        69.00%                   69.00%
 111      Gold Coast Business Center                                          73.55%                   47.73%
 112      Marsh Store 03                                                      72.52%                   61.29%
          ---------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                                   52.08%                   48.66%
 114      East Wintonbury Apartments                                          70.09%                   65.44%
 115      Hawthorne Suites - Champaign, IL                                    55.15%                   35.55%
 116      River Crossing                                                      77.42%                   68.42%
 117      Park Avenue Villas                                                  76.67%                   71.30%
          ---------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                               56.00%                   53.14%
 119      Mission Self Storage                                                77.41%                   65.11%
 120      Sweetwater & Sugar Lakes                                            74.81%                   64.16%
120.1     Sweetwater
120.2     Sugar Lakes
          ---------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                                  63.86%                   54.26%
 122      Pines at Lanier                                                     77.58%                   69.88%
 123      Fairways Apartments                                                 71.11%                   66.43%
 124      Marsh Store 101                                                     72.52%                   61.29%
 125      5151 Tyler Lakes Boulevard                                          78.75%                   67.83%
-------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                              74.88%                   63.40%
 127      1 North Central Avenue                                              74.39%                   69.50%
 128      Fairfield Inn Manhattan KS                                          78.10%                   61.27%
 129      Marina Lakes Office Building                                        58.90%                   52.29%
 130      Murray Hill Office Center                                           77.78%                   70.35%
          ---------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                                     67.07%                   59.12%
 132      Bloomington Self Storage                                            53.95%                   47.88%
 133      Signature Place                                                     76.43%                   70.21%
 134      Planters Run Apartments                                             74.65%                   69.65%
 135      Westchase Plaza                                                     59.77%                   52.66%
          ---------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                                  71.53%                   68.80%
136.1     Lake Shore
136.2     Willow Club Estates
 137      Community Self-Storage                                              71.03%                   62.91%
 138      Parliament Bend                                                     70.54%                   63.37%
          ---------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                                  73.33%                   62.72%
139.1     Sunset Heights
139.2     Timberline
 140      Country Inn & Suites - Asheville                                    74.33%                   58.53%
 141      River View Plaza                                                    66.31%                   56.84%
          ---------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                          53.89%                   39.40%
 143      Crystal Pointe                                                      60.13%                   55.11%
 144      Holiday Inn Express-Lexington SC                                    75.00%                   57.91%
 145      Linkside Apartments                                                 77.59%                   71.24%
 146      Town Center- Sugarland                                              74.18%                   62.80%
          ---------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                               71.36%                   60.74%
 148      29 Barstow Road                                                     74.14%                   69.28%
 149      York Green                                                          46.14%                   38.70%
 150      777 Sunrise Highway                                                 72.41%                   67.68%
 151      Storage One Durango                                                 48.71%                   43.22%
          ---------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                              75.23%                   69.36%
 153      Noah's Ark Self Storage Hwy 281                                     77.80%                   70.12%
 154      Walgreen's at Traverse City                                         72.63%                   63.92%
 155      Terrace View Apartments                                             62.44%                   56.56%
 156      Apache MHC                                                          68.06%                   58.55%
          ---------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                                  71.43%                   61.55%
 158      Eagle Ridge Apartments                                              56.33%                   52.91%
 159      Indianola: North American & Parkside                                73.40%                   66.28%
159.1     North American
159.2     Parkside
          ---------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                          64.65%                   60.27%
 161      27754 Novi Road                                                     78.49%                   73.30%
 162      PETsMART Store                                                      52.63%                   52.63%
 163      San Pedro Plaza                                                     67.05%                   59.24%
 164      Hollywood Mini Storage                                              66.77%                   59.94%
          ---------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                     76.92%                   73.06%
 166      Contempo MHC                                                        43.10%                   36.53%
 167      Walgreens Milsboro                                                  79.51%                   71.65%
 168      A-1 Secure Storage                                                  60.91%                   54.15%
 169      Lee Plaza                                                           51.28%                   39.72%
          ---------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                            55.88%                   44.71%
 171      Commercial Menaul                                                   71.93%                   61.74%
 172      Pine Haven Mobile Home Park                                         58.30%                   52.38%
 173      3391 Berlin Turnpike                                                64.18%                   55.13%


  ID                         PROPERTY NAME                             ADDRESS
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                              8100 24th Avenue South
  2       Four Allen Center                                            1400 Smith Street
  3       EZ Storage Portfolio                                         Various
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                 145 North Beacon Street
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)       3601 Hiawatha Avenue
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                          181 West Marshall Street
 3.4      EZ Storage Portfolio - Southfield, MI                        20945 Link Road
 3.5      EZ Storage Portfolio - Lynnfield, MA                         102 Broadway
 3.6      EZ Storage Portfolio - Eastpointe, MI                        14925 Eight Mile Road
 3.7      EZ Storage Portfolio - Warren, MI                            20979 Groesbeck Highway
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                    5605 Cedar Lake Road South
 3.9      EZ Storage Portfolio - Troy, MI                              1320 East Big Beaver Road
 3.10     EZ Storage Portfolio - Redford, MI                           14433 Telegraph Road
 3.11     EZ Storage Portfolio - Peabody,  MA                          244 Andover Street
 3.12     EZ Storage Portfolio - Tewksbury, MA                         470 Main Street
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                         129 Rangeway Road
 3.14     EZ Storage Portfolio - South Euclid, OH                      4349 Monticello Boulevard
 3.15     EZ Storage Portfolio - Rochester Hills, MI                   2570 Crooks Road
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)    20055 Cornillie Drive
 3.17     EZ Storage Portfolio - Warwick, RI                           50 Okeefe Lane
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)    15390 East Twelve Mile Road
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                  1782 Pontiac Drive
 3.20     EZ Storage Portfolio - Grand River, MI                       28659 Grand River Drive
 3.21     EZ Storage Portfolio - Shrewsbury, MA                        869 Boston Turnpike
 3.22     EZ Storage Portfolio - Chelmsford, MA                        23 Glen Avenue
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                           125 Recreation Park Drive
 3.24     EZ Storage Portfolio - Auburn Hills, MI                      1096 Doris Road
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                  24579 Ann Arbor Trail
 3.26     EZ Storage Portfolio - Livonia, MI                           11960 Farmington Road
 3.27     EZ Storage Portfolio - Lincoln Park, MI                      1782 Howard Street
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)       4325 Hiawatha Avenue
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)      20772 Hall Road
 3.30     EZ Storage Portfolio - Reading, OH                           2360 East Galbraith Road
 3.31     EZ Storage Portfolio - Center Line, MI                       6775 East 10 Mile Road
 3.32     EZ Storage Portfolio - Dearborn, MI                          23954 Kean Street
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)       41250 Garfield Road
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)    44650 Romeo Plank Road
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                 1415 Warrensville Center Road
 3.36     EZ Storage Portfolio - Taylor, MI                            15301 Seaway Drive
 3.37     EZ Storage Portfolio - Woodbury, MN                          881 Weir Drive
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)         4721 Madison Road
 3.39     EZ Storage Portfolio - Eagan, MN                             4025 Sibley Memorial Highway
 3.40     EZ Storage Portfolio - New Brighton, MN                      251 5th Street Northwest
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)  36261 Groesbeck Highway
 3.42     EZ Storage Portfolio - North Bend, OH                        888 North Bend Road
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                  24500 Sinacola Court
 3.44     EZ Storage Portfolio - Sterling Heights, MI                  6550 Metropolitan Parkway
 3.45     EZ Storage Portfolio - Marsh Lane, TX                        2771 Oak Tree Drive
 3.46     EZ Storage Portfolio - Burnsville, MN                        801 West Ladybird Lane
 3.47     EZ Storage Portfolio - Coon Rapids, MN                       9154 University Avenue Northwest
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                   3238 North Highway 61
  4       JQH Hotel Portfolio                                          Various
 4.1      Embassy Suites Frisco                                        7600 John Q. Hammons Drive
 4.2      Embassy Suites Hampton                                       1700 Coliseum Drive
 4.3      Embassy Suites Hot Springs                                   400 Convention Boulevard
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                              1117 East St. Louis Street
 4.5      Courtyard by Marriott Junction City                          310 Hammons Drive
          Manhattan Office Portfolio                                   Various
  5       369 Lexington Avenue                                         369 Lexington Avenue
  6       2 West 46th Street                                           2 West 46th Street
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                             1001 Fannin
  8       Victoria Ward Industrial, Gateway & Village                  333 Ward Avenue, 1020 Auahi Street and
                                                                       330/340 Kamakee Street
  9       Sierra Vista Mall                                            1050 Shaw Avenue
  10      Morgan Resort Portfolio                                      Various
 10.1     Buena Vista Resort                                           775 Harding Highway
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                            74 Freetown Road
 10.3     Crystal Lake Resort                                          550 Gannon Road
 10.4     Yogi Jellystone Resort OH                                    3392 State Route 82
 10.5     Grand Lakes Resort                                           4555 West Highway 318
 10.6     Mountain Pines Resort                                        1662 Indian Creek Valley Road
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                           1786 Soco Road
 10.8     Three Lakes Resort                                           10354 Smooth Water Drive
 10.9     Blueberry Hill Resort FL                                     6233 County Road 609
10.10     Blueberry Resort NJ                                          283 Clarks Landing Road
10.11     Coldbrook Resort                                             385 Gurn Springs Road
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                    1079 12th Avenue
  11      Scottsdale 101                                               7000 East Mayo Boulevard
  12      JPIM Self Storage Portfolio                                  Various
 12.1     Waipahu                                                      94-1321 Waipio Uka Street
 12.2     San Francisco                                                2701 16th Street
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                  10 Leecon Court
 12.4     Metairie                                                     4320 Hessmer Avenue
 12.5     Philadelphia                                                 2240 Island Avenue
 12.6     Berkeley                                                     620 Harrison Street
 12.7     Kingwood                                                     560 Kingwood Drive
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                   6504 South Crescent Boulevard
 12.9     Los Angeles                                                  3611 West Washington Boulevard
12.10     Vallejo                                                      222 Couch Street
12.11     Bedford                                                      2708 Bedford Road
12.12     West Palm Beach                                              3895 Westroads Drive
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                   8717 West Freeway
12.14     Euless                                                       413 North Main Street
  13      Broward Multifamily Portfolio                                Various
 13.1     Water's Edge                                                 10901 NW 40th Street
 13.2     Southern Pointe                                              8080 NW 10th Court
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                    Various
 14.1     Ryans                                                        232 Frontage Road
 14.2     Ryans                                                        3000 South Ferdon Boulevard
 14.3     Fire Mountain                                                1470 Skibo Road
 14.4     Ryans                                                        1920 Mel Browning Street
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                9006 Pensacola Boulevard
 14.6     Ryans                                                        4690 Presidential Parkway
 14.7     Ryans                                                        1413 North Loop 336 West
 14.8     Ryans                                                        1900 Manchester Expressway
 14.9     Ryans                                                        1320 North Eisenhower Drive
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                        1953 Whiskey Road
14.11     Ryans                                                        438 Riverwind Drive
14.12     Ryans                                                        1000 Brevard Road
14.13     Ryans                                                        4260 Dowlen Road
14.14     Ryans                                                        1228 North Westover Boulevard
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                           3580 Main Street
14.16     Ryans                                                        8671 Highway 17 Bypass
14.17     Ryans                                                        6561 Atlanta Highway
14.18     Ryans                                                        7321 Rivers Avenue
14.19     Fire Mountain                                                205 Belle Meade Point
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                        341 Eisenhower Drive
14.21     Ryans                                                        195 Greasy Ridge Road
14.22     Ryans                                                        3435 Lebanon Pike
14.23     Ryans                                                        208 Bobby Jones Expressway
14.24     Fire Mountain                                                1304 Bower Parkway
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                        10052 Two Notch Road
14.26     Fire Mountain                                                921 Wimberly Drive SW
14.27     Ryans                                                        1501 West Poinsett
14.28     Fire Mountain                                                1021 Dowdy Road
14.29     Ryans                                                        829 Saint Andrews Boulevard
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                1045 Southwest Wilshire Boulevard
14.31     Ryans                                                        925 Foxcroft Avenue
14.32     Ryans                                                        243 Steven B. Tanger Boulevard
14.33     Fire Mountain                                                988 Goodman Road
14.34     Ryans                                                        1780 Carl D. Silver Parkway
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                1275 Knox Avenue
14.36     Ryans                                                        3517 Clemson Boulevard
14.37     Fire Mountain                                                4439 Rangeline Road
14.38     Ryans                                                        1053 Hunters Xing
14.39     Ryans                                                        2310 FM 2004
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                        5104 Hixson Pike
14.41     Ryans                                                        910 South Range Avenue
14.42     Fire Mountain                                                126 Highway 400 North
14.43     Ryans                                                        1829 Old Fort Parkway
14.44     Ryans                                                        2009 Highway 78 East
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                        362 Cox Creek Parkway
14.46     Ryans                                                        3607 Highway 17
14.47     Fire Mountain                                                2400 Airline Drive
14.48     Ryans                                                        150 Keith Drive
14.49     Ryans                                                        4500 Frederica Street
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                        2305 Shorter Avenue SW
14.51     Fire Mountain                                                4051 Ryan Street
14.52     Fire Mountain                                                2664 Highway 70 SE
14.53     Ryans                                                        823 Joe Frank Harris Parkway
14.54     Ryans                                                        2854 North Main Street
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                        1156 Bankhead Highway
14.56     Ryans                                                        4955 Highway 90
14.57     Ryans                                                        2580 North Franklin Street
14.58     Ryans                                                        1915 Cobbs Ford Road
14.59     Ryans                                                        5140 Hinkleville Road
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                        119 West Highway 332
14.61     Fire Mountain                                                1973 Bryant Road
14.62     Fire Mountain                                                30179 Eastern Shore Court
14.63     Ryans                                                        55 Pace Court
14.64     Ryans                                                        6124 White Horse Road
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                1411 Shook Drive
14.66     Ryans                                                        203 North Sandy Creek Drive
14.67     Ryans                                                        1950 East Kearney Street
14.68     Fire Mountain                                                1720 Cherokee Avenue SW
14.69     Fire Mountain                                                151 Dorman Center Drive
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                        1707 Charleston Highway
14.71     Ryans                                                        3240 South Oates Street
14.72     Ryans                                                        6410 Calhoun Memorial Highway
14.73     Fire Mountain                                                838 Odum Road
14.74     Ryans                                                        510 Rangeline Road
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                        1703 Bypass 72 NE
14.76     Ryans                                                        2904 Church Street
14.77     Ryans                                                        1635 Lincoln Way East
14.78     Ryans                                                        220 Jackson Court
14.79     Fire Mountain                                                1323 North Expressway
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                        2501 South Campbell Avenue
14.81     Fire Mountain                                                422 West Belmont Drive
14.82     Fire Mountain                                                4000 Springhill Plaza Court
14.83     Ryans                                                        401 South Tulane Avenue
14.84     Fire Mountain                                                2301 South Mckenzie Street
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                        4538 Central Avenue
14.86     Ryans                                                        420 Galleria Drive
14.87     Ryans                                                        1616 Sandifer Road
14.88     Ryans                                                        1255 Woodruff Road
14.89     Ryans                                                        823 Pike Street
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                        2580 North Road
14.91     Ryans                                                        3253 Ambassador Caffery
14.92     Fire Mountain                                                3600 Massard Road
14.93     Ryans                                                        4450 Ryans Way
14.94     Ryans                                                        2863 Arlington Road
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                        2900 East Franklin Boulevard
14.96     Fire Mountain                                                8601 Concord Mills Boulevard
14.97     Ryans                                                        1034 Executive Drive
14.98     Fire Mountain                                                2702 Wilma Rudolph Boulevard
14.99     Ryans                                                        2230 Edsel Lane NW
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                        2809 East Highland Drive
14.101    Ryans                                                        203 North Davy Crockett Parkway
14.102    Ryans                                                        3940 Grandview Drive
14.103    Ryans                                                        502 Winfield Dunn Parkway
14.104    Ryans                                                        791 South Jefferson Avenue
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                994 North Lexington Springmill Road
14.106    Fire Mountain                                                7550 Garner's Ferry Road
14.107    Ryans                                                        5626 South Broadway Avenue
14.108    Ryans                                                        8165 U.S. Highway 51 North
14.109    Fire Mountain                                                333 Summit Square Court
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                        3990 Gloster
14.111    Ryans                                                        138 Paul Huff Parkway NW
14.112    Ryans                                                        8180 U.S. Route 31 South
14.113    Ryans                                                        4117 North Vermilion
14.114    Ryans                                                        1100 Robert Road
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                        519 Emily Drive
14.116    Ryans                                                        103 R H L Boulevard
14.117    Ryans                                                        17830 Garland Groh Boulevard
14.118    Home Town Buffet                                             1850 Empire Avenue
14.119    Ryans                                                        1314 North Main Street
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                400 Chippewa Town Center
14.121    Fire Mountain                                                6476 Carlisle Pike
14.122    Home Town Buffet                                             6705 North Fallbrook Avenue
14.123    Ryans                                                        3608 East Race Avenue
14.124    Ryans                                                        1321 Preacher Roe Boulevard
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                             3102 East Imperial Highway
14.126    Home Town Buffet                                             3617 West Shaw Avenue
14.127    Ryans                                                        5579 Sunset Boulevard
14.128    Old Country Buffet                                           2513 Main Street
14.129    Old Country Buffet                                           650 Commerce Boulevard
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                        4373 Courtney Drive
  15      Empirian Chesapeake                                          150 Coveside Lane
          Carlson Hotel Portfolio                                      Various
  16      Carlson Bloomington and Philadelphia                         Various
 16.1     Country Inn & Suites Mall of America                         2221 Killebrew Drive
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                             1701 Locust Street
  17      Carlson Radisson Lord Baltimore                              20 West Baltimore
  18      Golf Mill Shopping Center                                    239 Golf Mill Center
  19      300 7th Street                                               300 7th Street SW
  20      Bawabeh VII - Banco Popular                                  Various
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                   Various
  22      Westin Portland                                              750 SW Alder Street
  23      Shoppes at Dadeland                                          7200-7260 SW 88th Street
  24      Montego Bay Apartments                                       1050 Whitney Ranch Drive
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts             Various
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                            179 Saco Avenue
 25.2     Indian Creek Resort                                          4710 Lake Road East
 25.3     Wagon Wheel Resort                                           3 Old Orchard Road
  26      Longford Medical Center                                      7455 West Washington Avenue
  27      Hampton Inn Manhattan                                        108 West 24th Street
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                            58-62 Orchard Hill Park Drive
  29      North Bronx Portfolio                                        Various
 29.1     3018 Heath Avenue                                            3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace                                  2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue                                           1576 Taylor Avenue
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                         75 West 190th Street
 29.5     2500 University Avenue                                       2500 University Avenue
 29.6     2505 Aqueduct Avenue                                         2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue                                         2785 Sedgwick Avenue
 29.8     3215 Holland Avenue                                          3215 Holland Avenue
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                          686 Rosewood Street
29.10     2264 Grand Avenue                                            2264 Grand Avenue
  30      Links at Madison County                                      147 Links Drive
  31      Fort Collins Marriott Portfolio                              Various
 31.1     Fort Collins Marriott                                        350 East Horsetooth Road
          ---------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                   1127 Oakridge Drive
 31.3     Courtyard Fort Collins                                       1200 Oakridge Drive
  32      Regions Center                                               400 West Capitol Avenue
  33      Casual Male HQ                                               555 Turnpike Street
  34      Heron Cay MHP                                                1400 90th Avenue
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                       2004 S. Mustang Road
  36      C&S Grocers, Inc. Building                                   4199 Gibraltar Court
  37      Links at Stillwater                                          4599 North Washington
  38      Skylark Pointe                                               9150 Parkland Road
  39      Villa Lucia Apartments                                       4262 Figarden Drive
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                           1900 Bryant Street
  41      The Park at Spanish Ridge                                    Various
 41.1     8912 Spanish Ridge Avenue                                    8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue                                    8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                        2808 South 28th Place
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                             636 Greenwich Street
  44      Morningstar Apartments                                       3355 South Town Center Drive
  45      CityPlace II                                                 185 Asylum Street
  46      Hotel Lucia                                                  400 SW Broadway Avenue
          Annunziata Multifamily Portfolio                             Various
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                     Various
 47.1     3 West 87th Street                                           3 West 87th Street
 47.2     141 West 72nd Street                                         141 West 72nd Street
 47.3     113 West 70th Street                                         113 West 70th Street
 47.4     254 West 71st Street                                         254 West 71st Street
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                         136 West 71st Street
  48      Annunziata Portfolio I                                       Various
 48.1     406 East 64th Street                                         406 East 64th Street
 48.2     304 East 89th Street                                         304 East 89th Street
  49      Annunziata Portfolio II                                      Various
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                        308 West 109th Street
 49.2     462 West 51st Street                                         462 West 51st Street
  50      Wellington Place                                             1863 Wells Road
  51      Hotel Max                                                    620 Stewart Street
  52      University Commons - Bloomington                             1150 Clarizz Boulevard
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                   3101 North Lamb Boulevard
  54      Physicians Medical Center of Baton Rouge                     7855 Howell Boulevard
  55      Minnesota Office Building                                    511 11th Avenue South
  56      Home Interiors & Gifts                                       1649 Frankford Road West
  57      Cambridge at Southern                                        130 Lanier Drive
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                  693 South Wymore Road
  59      Sabre Office Centre                                          5901 Broken Sound Parkway NW
  60      Colony Woods                                                 1301 West 24th Street
  61      Mission Hills Shopping Center                                7550 Mission Hills Drive
  62      University Commons - Urbana                                  1321 Lincoln Avenue
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                            1046 North Colony Road
  64      Lake Laurie and Lake George Resorts                          Various
 64.1     Lake Laurie Resort                                           669 Route 9
 64.2     Lake George Resort                                           1053 State Route 9
  65      Hawthorn Suites San Antonio Riverwalk                        830 North Saint Mary's Street
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                 500 West Franklin Street
  67      University Commons - Eugene                                  90 Commons Drive
  68      Atlantic Crossings                                           810 North University Drive
  69      17320 Gale Avenue                                            17320 Gale Avenue
  70      Towne South Center                                           3600 South US Highway 41
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                             7767 La Riviera Drive
  72      Embarcadero Club Apartments                                  2210 Sullivan Road
  73      Embarcadero Business Park                                    1900 & 2000 Embarcadero
  74      Arcadia Park Apartments                                      250 North Arcadia Avenue
  75      Casa de Luna                                                 5175 North Fresno Street
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                  Various
 76.1     208-210 East Seventh Street                                  208-210 East Seventh Street
 76.2     114-116 East First Street                                    114-116 East First Street
  77      Vero Palm MHP                                                1405 82nd Avenue
  78      500 Victory Road                                             500 Victory Road
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                            1412 Southwest 43rd Street
  80      Safety Storage portfolio                                     Various
 80.1     Martin City                                                  13750 Holmes Road
 80.2     Pleasant Valley                                              7101 Stewart Road
 80.3     Independence South                                           16855 East 40 Highway
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                 280 North Church Road
 80.5     Olathe                                                       1285 W. Dennis Avenue
  81      Country Inn & Suites Calabasas                               23627 Calabasas Road
  82      Rio Verde MHC-IPG                                            1402 22ND Street NE
  83      Valencia Medical Building                                    23838 Valencia Boulevard
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                         33 Walt Whitman Road
  85      Stonebridge Medical Center                                   36310 & 36320 Inland Valley Drive
  86      290 Madison Avenue                                           290 Madison Avenue
  87      Marrietta Plaza                                              1901 Terrell Mill Road
  88      Designer Outlet Center                                       55 Hartz Way
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                        5101 North A Street
  90      266 Washington Avenue                                        266 Washington Avenue
  91      Hampton Inn Salt Lake City                                   425 South 300 West
  92      Summit Park Apartments                                       1050 and 1120 Park Avenue
  93      Capistrano Self Storage                                      25801 Victoria Boulevard
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                             1300 West Corral Street
  95      Shoppes at Savannah                                          11 Gateway Boulevard
  96      Mesa Gardens                                                 800 East Bobier Drive
  97      Raymour & Flanigan Paramus                                   200 Route 17 East
  98      Office Max Plaza - Scottsdale                                3308-3388 North Hayden Road
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                        801 Male Road
 100      Lake Lucerne Towers                                          20 West Lucerne Circle
 101      Vestin Corporate Center                                      8379 West Sunset Road
 102      Gwinnett Medical Office                                      600 Professional Drive
 103      Marks Portfolio                                              Various
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                         213 West 23rd Street
103.2     122 East 25th Street                                         122 East 25th Street
103.3     22 Warren Street                                             22 Warren Street
 104      5 Enterprise Drive                                           5 Enterprise Drive
 105      Bay Court Plaza                                              650 South Bay Road
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                   16 West Aylesbury Road
 107      Warner Palms Apartments                                      20200 Sherman Way
 108      Marsh Store 01                                               8766 East 96th Street
 109      Lock Up Portfolio                                            Various
109.1     Lock Up - Wheeling                                           211 North Elmhurst Road
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                           2025 North Hicks Road
109.3     Lock Up - Bolingbrook                                        300 East North Frontage Road
 110      Garden Grove Shopping Center                                 13004-13112 Harbor Boulevard
 111      Gold Coast Business Center                                   74-5483, 74-5484, 74-5543 Kaiwi Street & 74-5583 Pawai Place
 112      Marsh Store 03                                               1825 Kinser Pike
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                            41-29 46th Street
 114      East Wintonbury Apartments                                   10 Barry Circle
 115      Hawthorne Suites - Champaign, IL                             101 Trade Centre Drive
 116      River Crossing                                               2, 3, 6 & 7 Village Lane
 117      Park Avenue Villas                                           2102 East Park Avenue
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                        1981 North Central Expressway
 119      Mission Self Storage                                         15241 Rinaldi Street
 120      Sweetwater & Sugar Lakes                                     Various
120.1     Sweetwater                                                   4660 Sweetwater Boulevard
120.2     Sugar Lakes                                                  15140 Southwest Freeway
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                           5450 China Garden Road
 122      Pines at Lanier                                              2354 Pine Cove Circle
 123      Fairways Apartments                                          66 Eastern Street
 124      Marsh Store 101                                              3015 West US 36
 125      5151 Tyler Lakes Boulevard                                   5151 Tyler Lakes Boulevard
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                       4400 Pacific Boulevard
 127      1 North Central Avenue                                       1 North Central Avenue
 128      Fairfield Inn Manhattan KS                                   300 Colorado Street
 129      Marina Lakes Office Building                                 4960 SW 72nd Avenue
 130      Murray Hill Office Center                                    571 Central Avenue
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                              4788-4794 West Broad Street
 132      Bloomington Self Storage                                     150 West 81st Street
 133      Signature Place                                              5909 Northwest Expressway
 134      Planters Run Apartments                                      100 Golden Lane
 135      Westchase Plaza                                              301N Shackleford
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                           801 West Douglas Road
136.1     Lake Shore                                                   801 West Douglas Road
136.2     Willow Club Estates                                          801 West Douglas Road
 137      Community Self-Storage                                       4155 Louetta Road
 138      Parliament Bend                                              11838 Parliament Drive
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                           Various
139.1     Sunset Heights                                               2115 6th Avenue
139.2     Timberline                                                   19625 East Wellesley Avenue
 140      Country Inn & Suites - Asheville                             199 Tunnel Road
 141      River View Plaza                                             15321 Main Street
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                   1114 Celebrity Circle
 143      Crystal Pointe                                               4500-4850 Powerline Road
 144      Holiday Inn Express-Lexington SC                             131 Innkeeper Drive
 145      Linkside Apartments                                          25, 35 & 45  Flagstick Lane and 50 & 60 Linkside Drive
 146      Town Center- Sugarland                                       16126 Southwest Freeway
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                        17150 Euclid Street
 148      29 Barstow Road                                              29 Barstow Road
 149      York Green                                                   1300 York Road
 150      777 Sunrise Highway                                          777 Sunrise Highway
 151      Storage One Durango                                          2990 S Durango Drive
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                       2413 Highway 121
 153      Noah's Ark Self Storage Hwy 281                              23860 U.S. Highway 281 North
 154      Walgreen's at Traverse City                                  1029 South M 37
 155      Terrace View Apartments                                      231 S. 177th Place
 156      Apache MHC                                                   56254 Twenty-nine Palms Highway
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                           2901 Zion Church Road
 158      Eagle Ridge Apartments                                       530 Eldridge Street
 159      Indianola: North American & Parkside                         Various
159.1     North American                                               58 Lincoln Avenue
159.2     Parkside                                                     1602 East 2nd Avenue
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                   156-33 Cross Bay Boulevard
 161      27754 Novi Road                                              27754 Novi Road
 162      PETsMART Store                                               4500 Mitchellville Road
 163      San Pedro Plaza                                              1900 South San Pedro Street
 164      Hollywood Mini Storage                                       2555 Hollywood Street
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                              6100 East Rancier Avenue
 166      Contempo MHC                                                 1205 E. Lyons Avenue
 167      Walgreens Milsboro                                           110 South Dupont Highway
 168      A-1 Secure Storage                                           35 Matmor Road
 169      Lee Plaza                                                    5940-5950 Florin Road
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                     20080 Brewer's Neck Boulevard
 171      Commercial Menaul                                            2101-2117 Commercial Street
 172      Pine Haven Mobile Home Park                                  6320 14th Street West
 173      3391 Berlin Turnpike                                         3391 Berlin Turnpike


  ID                         PROPERTY NAME                             CITY                      COUNTY                   STATE
-----------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                              Bloomington               Hennepin                 MN
  2       Four Allen Center                                            Houston                   Harris                   TX
  3       EZ Storage Portfolio                                         Various                   Various                  Various
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                 Brighton                  Suffolk                  MA
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)       Minneapolis               Hennepin                 MN
          -------------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                          Ferndale                  Oakland                  MI
 3.4      EZ Storage Portfolio - Southfield, MI                        Southfield                Oakland                  MI
 3.5      EZ Storage Portfolio - Lynnfield, MA                         Lynnfield                 Essex                    MA
 3.6      EZ Storage Portfolio - Eastpointe, MI                        Eastpointe                Macomb                   MI
 3.7      EZ Storage Portfolio - Warren, MI                            Warren                    Macomb                   MI
          -------------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                    St. Louis Park            Hennepin                 MN
 3.9      EZ Storage Portfolio - Troy, MI                              Troy                      Oakland                  MI
 3.10     EZ Storage Portfolio - Redford, MI                           Redford                   Wayne                    MI
 3.11     EZ Storage Portfolio - Peabody,  MA                          Peabody                   Essex                    MA
 3.12     EZ Storage Portfolio - Tewksbury, MA                         Tewksbury                 Middlesex                MA
          -------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                         North Billerica           Middlesex                MA
 3.14     EZ Storage Portfolio - South Euclid, OH                      South Euclid              Cuyahoga                 OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI                   Rochester Hills           Oakland                  MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)    Roseville                 Macomb                   MI
 3.17     EZ Storage Portfolio - Warwick, RI                           Warwick                   Kent                     RI
          -------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)    Roseville                 Macomb                   MI
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                  Sylvan Lake               Oakland                  MI
 3.20     EZ Storage Portfolio - Grand River, MI                       Farmington Hills          Oakland                  MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA                        Shrewsbury                Worcester                MA
 3.22     EZ Storage Portfolio - Chelmsford, MA                        Chelmsford                Middlesex                MA
          -------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                           Hingham                   Plymouth                 MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI                      Auburn Hills              Oakland                  MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                  Dearborn Heights          Wayne                    MI
 3.26     EZ Storage Portfolio - Livonia, MI                           Livonia                   Wayne                    MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI                      Lincoln Park              Wayne                    MI
          -------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)       Minneapolis               Hennepin                 MN
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)      Clinton Township          Macomb                   MI
 3.30     EZ Storage Portfolio - Reading, OH                           Reading                   Hamilton                 OH
 3.31     EZ Storage Portfolio - Center Line, MI                       Center Line               Macomb                   MI
 3.32     EZ Storage Portfolio - Dearborn, MI                          Dearborn                  Wayne                    MI
          -------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)       Clinton Township          Macomb                   MI
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)    Clinton Township          Macomb                   MI
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                 Cleveland Heights         Cuyahoga                 OH
 3.36     EZ Storage Portfolio - Taylor, MI                            Taylor                    Wayne                    MI
 3.37     EZ Storage Portfolio - Woodbury, MN                          Woodbury                  Washington               MN
          -------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)         Cincinnati                Hamilton                 OH
 3.39     EZ Storage Portfolio - Eagan, MN                             Eagan                     Dakota                   MN
 3.40     EZ Storage Portfolio - New Brighton, MN                      New Brighton              Ramsey                   MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)  Clinton Township          Macomb                   MI
 3.42     EZ Storage Portfolio - North Bend, OH                        Cincinnati                Hamilton                 OH
          -------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                  Farmington Hills          Oakland                  MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI                  Sterling Heights          Macomb                   MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX                        Carrollton                Dallas                   TX
 3.46     EZ Storage Portfolio - Burnsville, MN                        Burnsville                Dakota                   MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN                       Coon Rapids               Anoka                    MN
          -------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                   Vadnais Heights           Ramsey                   MN
  4       JQH Hotel Portfolio                                          Various                   Various                  Various
 4.1      Embassy Suites Frisco                                        Frisco                    Collin                   TX
 4.2      Embassy Suites Hampton                                       Hampton                   Hampton City             VA
 4.3      Embassy Suites Hot Springs                                   Hot Springs               Garland                  AR
          -------------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                              Springfield               Greene                   MO
 4.5      Courtyard by Marriott Junction City                          Junction City             Geary                    KS
          Manhattan Office Portfolio                                   New York                  New York                 NY
  5       369 Lexington Avenue                                         New York                  New York                 NY
  6       2 West 46th Street                                           New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                             Houston                   Harris                   TX
  8       Victoria Ward Industrial, Gateway & Village                  Honolulu                  Honolulu                 HI
  9       Sierra Vista Mall                                            Clovis                    Fresno                   CA
  10      Morgan Resort Portfolio                                      Various                   Various                  Various
 10.1     Buena Vista Resort                                           Buena Vista               Atlantic                 NJ
          -------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                            Raymond                   Rockingham               NH
 10.3     Crystal Lake Resort                                          Lodi                      Columbia                 WI
 10.4     Yogi Jellystone Resort OH                                    Mantua                    Portage                  OH
 10.5     Grand Lakes Resort                                           Orange Lake               Marion                   FL
 10.6     Mountain Pines Resort                                        Saltlick                  Fayette                  PA
          -------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                           Maggie Valley             Haywood                  NC
 10.8     Three Lakes Resort                                           Hudson                    Pasco                    FL
 10.9     Blueberry Hill Resort FL                                     Bushnell                  Sumter                   FL
10.10     Blueberry Resort NJ                                          Port Republic             Atlantic                 NJ
10.11     Coldbrook Resort                                             Wilton                    Saratoga                 NY
          -------------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                    Mays Landing              Atlantic                 NJ
  11      Scottsdale 101                                               Phoenix                   Maricopa                 AZ
  12      JPIM Self Storage Portfolio                                  Various                   Various                  Various
 12.1     Waipahu                                                      Waipahu                   Honolulu                 HI
 12.2     San Francisco                                                San Francisco             San Francisco            CA
          -------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                  Southampton               Suffolk                  NY
 12.4     Metairie                                                     Metairie                  Jefferson Parish         LA
 12.5     Philadelphia                                                 Philadelphia              Philadelphia             PA
 12.6     Berkeley                                                     Berkeley                  Alameda                  CA
 12.7     Kingwood                                                     Kingwood                  Montgomery               TX
          -------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                    Pennsauken               Camden                   NJ
 12.9     Los Angeles                                                  Los Angeles               Los Angeles              CA
12.10     Vallejo                                                      Vallejo                   Solano                   CA
12.11     Bedford                                                      Bedford                   Tarrant                  TX
12.12     West Palm Beach                                              West Palm Beach           Palm Beach               FL
          -------------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                   Fort Worth                Tarrant                  TX
12.14     Euless                                                       Euless                    Tarrant                  TX
  13      Broward Multifamily Portfolio                                Various                   Broward                  FL
 13.1     Water's Edge                                                 Sunrise                   Broward                  FL
 13.2     Southern Pointe                                              Plantation                Broward                  FL
          -------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                    Various                   Various                  Various
 14.1     Ryans                                                        Picayune                  Pearl River              MS
 14.2     Ryans                                                        Crestview                 Okaloosa                 FL
 14.3     Fire Mountain                                                Fayetteville              Cumberland               NC
 14.4     Ryans                                                        Bowling Green             Warren                   KY
          -------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                Pensacola                 Escambia                 FL
 14.6     Ryans                                                        Macon                     Bibb                     GA
 14.7     Ryans                                                        Conroe                    Montgomery               TX
 14.8     Ryans                                                        Columbus                  Muscogee                 GA
 14.9     Ryans                                                        Beckley                   Raleigh                  WV
          -------------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                        Aiken                     Aiken                    SC
14.11     Ryans                                                        Pearl                     Rankin                   MS
14.12     Ryans                                                        Asheville                 Buncombe                 NC
14.13     Ryans                                                        Beaumont                  Jefferson                TX
14.14     Ryans                                                        Albany                    Dougherty                GA
          -------------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                           Coon Rapids               Anoka                    MN
14.16     Ryans                                                        Surfside Beach            Horry                    SC
14.17     Ryans                                                        Montgomery                Montgomery               AL
14.18     Ryans                                                        North Charleston          Charleston               SC
14.19     Fire Mountain                                                Flowood                   Rankin                   MS
          -------------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                        Hanover                   York                     PA
14.21     Ryans                                                        Princeton                 Mercer                   WV
14.22     Ryans                                                        Hermitage                 Davidson                 TN
14.23     Ryans                                                        Martinez                  Columbia                 GA
14.24     Fire Mountain                                                Columbia                  Lexington                SC
          -------------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                        Columbia                  Richland                 SC
14.26     Fire Mountain                                                Decatur                   Morgan                   AL
14.27     Ryans                                                        Greer                     Greenville               SC
14.28     Fire Mountain                                                Athens                    Oconee                   GA
14.29     Ryans                                                        Charleston                Charleston               SC
          -------------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                Burleson                  Johnson                  TX
14.31     Ryans                                                        Martinsburg               Berkeley                 WV
14.32     Ryans                                                        Commerce                  Banks                    GA
14.33     Fire Mountain                                                Horn Lake                 Desoto                   MS
14.34     Ryans                                                        Fredericksburg            Fredericksburg           VA
          -------------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                North Augusta             Aiken                    SC
14.36     Ryans                                                        Anderson                  Anderson                 SC
14.37     Fire Mountain                                                Mobile                    Mobile                   AL
14.38     Ryans                                                        Alcoa                     Blount                   TN
14.39     Ryans                                                        Texas City                Glaveston                TX
          -------------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                        Hixson                    Hamilton                 TN
14.41     Ryans                                                        Denham Springs            Livingston Parish        LA
14.42     Fire Mountain                                                Dawsonville               Dawson                   GA
14.43     Ryans                                                        Murfreesboro              Rutherford               TN
14.44     Ryans                                                        Jasper                    Walker                   AL
          -------------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                        Florence                  Lauderdale               AL
14.46     Ryans                                                        North Myrtle Beach        Horry                    SC
14.47     Fire Mountain                                                Bossier City              Bossier Parish           LA
14.48     Ryans                                                        Canton                    Cherokee                 GA
14.49     Ryans                                                        Owensboro                 Daviess                  KY
          -------------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                        Rome                      Floyd                    GA
14.51     Fire Mountain                                                Lake Charles              Calcasieu Parish         LA
14.52     Fire Mountain                                                Hickory                   Catawba                  NC
14.53     Ryans                                                        Cartersville              Bartow                   GA
14.54     Ryans                                                        Crossville                Cumberland               TN
          -------------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                        Carrollton                Carroll                  GA
14.56     Ryans                                                        Pace                      Santa Roas               FL
14.57     Ryans                                                        Christiansburg            Montgomery               VA
14.58     Ryans                                                        Prattville                Autaugu                  AL
14.59     Ryans                                                        Paducah                   McCracken                KY
          -------------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                        Lake Jackson              Brazoria                 TX
14.61     Fire Mountain                                                Lexington                 Fayette                  KY
14.62     Fire Mountain                                                Spanish Fort              Baldwin                  AL
14.63     Ryans                                                        Hiram                     Paulding                 GA
14.64     Ryans                                                        Greenville                Greenville               SC
          -------------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                Auburn                    De Kalb                  IN
14.66     Ryans                                                        Seymour                   Jackson                  IN
14.67     Ryans                                                        Springfield               Greene                   MO
14.68     Fire Mountain                                                Cullman                   Cullman                  AL
14.69     Fire Mountain                                                Spartanburg               Spartanburg              SC
          -------------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                        West Columbia             Lexington                SC
14.71     Ryans                                                        Dothan                    Houston                  AL
14.72     Ryans                                                        Easley                    Pickens                  SC
14.73     Fire Mountain                                                Gardendale                Jefferson                AL
14.74     Ryans                                                        Joplin                    Jasper                   MO
          -------------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                        Greenwood                 Greenwood                SC
14.76     Ryans                                                        Conway                    Horry                    SC
14.77     Ryans                                                        Chambersburg              Franklin                 PA
14.78     Ryans                                                        Lumberton                 Robeson                  NC
14.79     Fire Mountain                                                Griffin                   Spalding                 GA
          -------------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                        Springfield               Greene                   MO
14.81     Fire Mountain                                                Calhoun                   Gordon                   GA
14.82     Fire Mountain                                                North Little Rock         Pulaski                  AR
14.83     Ryans                                                        Oak Ridge                 Anderson                 TN
14.84     Fire Mountain                                                Foley                     Baldwin                  AL
          -------------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                        Hot Springs               Garland                  AR
14.86     Ryans                                                        Johnstown                 Cambria                  PA
14.87     Ryans                                                        Seneca                    Oconee                   SC
14.88     Ryans                                                        Greenville                Greenville               SC
14.89     Ryans                                                        Marietta                  Washington               OH
          -------------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                        Orangeburg                Orangeburg               SC
14.91     Ryans                                                        Lafayette                 Lafayette Parish         LA
14.92     Fire Mountain                                                Fort Smith                Sebastion                AR
14.93     Ryans                                                        Cincinnati                Clermont                 OH
14.94     Ryans                                                        Akron                     Summit                   OH
          -------------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                        Gastonia                  Gaston                   NC
14.96     Fire Mountain                                                Concord                   Cabarrus                 NC
14.97     Ryans                                                        Elizabethtown             Hardin                   KY
14.98     Fire Mountain                                                Clarksville               Montgomery               TN
14.99     Ryans                                                        Corydon                   Harrison                 IN
          -------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                        Jonesboro                 Craighead                AR
14.101    Ryans                                                        Morristown                Hamblen                  TN
14.102    Ryans                                                        Simpsonville              Greenville               SC
14.103    Ryans                                                        Sevierville               Sevier                   TN
14.104    Ryans                                                        Cookeville                Putnam                   TN
          -------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                Mansfield                 Richland                 OH
14.106    Fire Mountain                                                Columbia                  Richland                 SC
14.107    Ryans                                                        Tyler                     Smith                    TX
14.108    Ryans                                                        Millington                Shelby                   TN
14.109    Fire Mountain                                                Winston-Salem             Forsyth                  NC
          -------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                        Tupelo                    Lee                      MS
14.111    Ryans                                                        Cleveland                 Bradley                  TN
14.112    Ryans                                                        Indianapolis              Marion                   IN
14.113    Ryans                                                        Danville                  Vermilion                IL
14.114    Ryans                                                        Slidell                   Saint Tammany Parish     LA
          -------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                        Clarksburg                Harrison                 WV
14.116    Ryans                                                        Charleston                Kanawha                  WV
14.117    Ryans                                                        Hagerstown                Washington               MD
14.118    Home Town Buffet                                             Burbank                   Los Angeles              CA
14.119    Ryans                                                        Summerville               Berkeley                 SC
          -------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                Beaver Falls              Beaver                   PA
14.121    Fire Mountain                                                Mechanicsburg             Cumberland               PA
14.122    Home Town Buffet                                             Canoga Park               Los Angeles              CA
14.123    Ryans                                                        Searcy                    White                    AR
14.124    Ryans                                                        West Plains               Howell                   MO
          -------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                             Lynwood                   Los Angeles              CA
14.126    Home Town Buffet                                             Fresno                    Fresno                   CA
14.127    Ryans                                                        Lexington                 Lexington                SC
14.128    Old Country Buffet                                           Union Gap                 Yakima                   WA
14.129    Old Country Buffet                                           Fairness Hills            Bucks                    PA
          -------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                        Tuscaloosa                Tuscaloosa               AL
  15      Empirian Chesapeake                                          Chesapeake                Chesapeake City          VA
          Carlson Hotel Portfolio                                      Various                   Various                  Various
  16      Carlson Bloomington and Philadelphia                         Various                   Various                  Various
 16.1     Country Inn & Suites Mall of America                         Bloomington               Hennepin                 MN
          -------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                             Philadelphia              Philadelphia             PA
  17      Carlson Radisson Lord Baltimore                              Baltimore                 Baltimore                MD
  18      Golf Mill Shopping Center                                    Niles                     Cook                     IL
  19      300 7th Street                                               Washington                District of Columbia     DC
  20      Bawabeh VII - Banco Popular                                  New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                   Brooklyn                  King                     NY
  22      Westin Portland                                              Portland                  Multnomah                OR
  23      Shoppes at Dadeland                                          Miami                     Dade                     FL
  24      Montego Bay Apartments                                       Henderson                 Clark                    NV
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts             Various                   Various                  Various
          -------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                            Old Orchard Beach         York                     ME
 25.2     Indian Creek Resort                                          Geneva                    Ashtabula                OH
 25.3     Wagon Wheel Resort                                           Old Orchard Beach         York                     ME
  26      Longford Medical Center                                      Las Vegas                 Clark                    NV
  27      Hampton Inn Manhattan                                        New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                            Leominster                Worcester                MA
  29      North Bronx Portfolio                                        Bronx                     Bronx                    NY
 29.1     3018 Heath Avenue                                            Bronx                     Bronx                    NY
 29.2     2770-80 Kingsbridge Terrace                                  Bronx                     Bronx                    NY
 29.3     1576 Taylor Avenue                                           Bronx                     Bronx                    NY
          -------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                         Bronx                     Bronx                    NY
 29.5     2500 University Avenue                                       Bronx                     Bronx                    NY
 29.6     2505 Aqueduct Avenue                                         Bronx                     Bronx                    NY
 29.7     2785 Sedgwick Avenue                                         Bronx                     Bronx                    NY
 29.8     3215 Holland Avenue                                          Bronx                     Bronx                    NY
          -------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                          Bronx                     Bronx                    NY
29.10     2264 Grand Avenue                                            Bronx                     Bronx                    NY
  30      Links at Madison County                                      Canton                    Madison                  MS
  31      Fort Collins Marriott Portfolio                              Fort Collins              Larimer                  CO
 31.1     Fort Collins Marriott                                        Fort Collins              Larimer                  CO
          -------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                   Fort Collins              Larimer                  CO
 31.3     Courtyard Fort Collins                                       Fort Collins              Larimer                  CO
  32      Regions Center                                               Little Rock               Pulaski                  AR
  33      Casual Male HQ                                               Canton                    Norfolk                  MA
  34      Heron Cay MHP                                                Vero Beach                Indian River             FL
          -------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                       Yukon                     Canadian                 OK
  36      C&S Grocers, Inc. Building                                   Stockton                  San Joaquin              CA
  37      Links at Stillwater                                          Stillwater                Payne                    OK
  38      Skylark Pointe                                               Parkville                 Baltimore                MD
  39      Villa Lucia Apartments                                       Fresno                    Fresno                   CA
          -------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                           San Francisco             San Francisco            CA
  41      The Park at Spanish Ridge                                    Las Vegas                 Clark                    NV
 41.1     8912 Spanish Ridge Avenue                                    Las Vegas                 Clark                    NV
 41.2     8918 Spanish Ridge Avenue                                    Las Vegas                 Clark                    NV
  42      Greens on Blossom Way                                        Rogers                    Benton                   AR
          -------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                             New York                  New York                 NY
  44      Morningstar Apartments                                       Las Vegas                 Clark                    NV
  45      CityPlace II                                                 Hartford                  Hartford                 CT
  46      Hotel Lucia                                                  Portland                  Multnomah                OR
          Annunziata Multifamily Portfolio                             New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                     New York                  New York                 NY
 47.1     3 West 87th Street                                           New York                  New York                 NY
 47.2     141 West 72nd Street                                         New York                  New York                 NY
 47.3     113 West 70th Street                                         New York                  New York                 NY
 47.4     254 West 71st Street                                         New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                         New York                  New York                 NY
  48      Annunziata Portfolio I                                       New York                  New York                 NY
 48.1     406 East 64th Street                                         New York                  New York                 NY
 48.2     304 East 89th Street                                         New York                  New York                 NY
  49      Annunziata Portfolio II                                      New York                  New York                 NY
          -------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                        New York                  New York                 NY
 49.2     462 West 51st Street                                         New York                  New York                 NY
  50      Wellington Place                                             Orange Park               Clay                     FL
  51      Hotel Max                                                    Seattle                   King                     WA
  52      University Commons - Bloomington                             Bloomington               Monroe                   IN
          -------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                   Las Vegas                 Clark                    NV
  54      Physicians Medical Center of Baton Rouge                     Baton Rouge               East Baton Rouge Parish  LA
  55      Minnesota Office Building                                    Minneapolis               Hennepin                 MN
  56      Home Interiors & Gifts                                       Carrollton                Denton                   TX
  57      Cambridge at Southern                                        Statesboro                Bulloch                  GA
          -------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                  Altamonte Springs         Seminole                 FL
  59      Sabre Office Centre                                          Boca Raton                Palm Beach               FL
  60      Colony Woods                                                 Lawrence                  Douglas                  KS
  61      Mission Hills Shopping Center                                Naples                    Collier                  FL
  62      University Commons - Urbana                                  Urbana                    Champaign                IL
          -------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                            Wallingford               New Haven                CT
  64      Lake Laurie and Lake George Resorts                          Various                   Various                  Various
 64.1     Lake Laurie Resort                                           Cape May                  Cape May                 NJ
 64.2     Lake George Resort                                           Queensbury                Warren                   NY
  65      Hawthorn Suites San Antonio Riverwalk                        San Antonio               Bexar                    TX
          -------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                 Milledgeville             Baldwin                  GA
  67      University Commons - Eugene                                  Eugene                    Lane                     OR
  68      Atlantic Crossings                                           Coral Springs             Broward                  FL
  69      17320 Gale Avenue                                            City of Industry          Los Angeles              CA
  70      Towne South Center                                           Terre Haute               Vigo                     IN
          -------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                             Sacramento                Sacramento               CA
  72      Embarcadero Club Apartments                                  College Park              Fulton                   GA
  73      Embarcadero Business Park                                    Oakland                   Alameda                  CA
  74      Arcadia Park Apartments                                      Tuscon                    Pima                     AZ
  75      Casa de Luna                                                 Fresno                    Fresno                   CA
          -------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                  New York                  New York                 NY
 76.1     208-210 East Seventh Street                                  New York                  New York                 NY
 76.2     114-116 East First Street                                    New York                  New York                 NY
  77      Vero Palm MHP                                                Vero Beach                Indian River             FL
  78      500 Victory Road                                             Quincy                    Norfolk                  MA
          -------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                            Renton                    King                     WA
  80      Safety Storage portfolio                                     Various                   Various                  Various
 80.1     Martin City                                                  Kansas City               Jackson                  MO
 80.2     Pleasant Valley                                              Pleasant Valley           Clay                     MO
 80.3     Independence South                                           Independence              Jackson                  MO
          -------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                 Liberty                   Clay                     MO
 80.5     Olathe                                                       Olathe                    Johnson                  KS
  81      Country Inn & Suites Calabasas                               Calabasas                 Los Angeles              CA
  82      Rio Verde MHC-IPG                                            Auburn                    King                     WA
  83      Valencia Medical Building                                    Valencia                  Los Angeles              CA
          -------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                         Huntington  Station       Suffolk                  NY
  85      Stonebridge Medical Center                                   Wildomar                  Riverside                CA
  86      290 Madison Avenue                                           New York                  New York                 NY
  87      Marrietta Plaza                                              Marietta                  Cobb                     GA
  88      Designer Outlet Center                                       Secaucus                  Hudson                   NJ
          -------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                        Midland                   Midland                  TX
  90      266 Washington Avenue                                        Brooklyn                  Kings                    NY
  91      Hampton Inn Salt Lake City                                   Salt Lake City            Salt Lake                UT
  92      Summit Park Apartments                                       Carrollton                Dallas                   TX
  93      Capistrano Self Storage                                      Dana Point                Orange                   CA
          -------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                             Kingsville                Kleberg                  TX
  95      Shoppes at Savannah                                          Savannah                  Chatham                  GA
  96      Mesa Gardens                                                 Vista                     San Diego                CA
  97      Raymour & Flanigan Paramus                                   Paramus                   Bergen                   NJ
  98      Office Max Plaza - Scottsdale                                Scottsdale                Maricopa                 AZ
          -------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                        Wind Gap                  Northampton              PA
 100      Lake Lucerne Towers                                          Orlando                   Orange                   FL
 101      Vestin Corporate Center                                      Las Vegas                 Clark                    NV
 102      Gwinnett Medical Office                                      Lawrenceville             Gwinnett                 GA
 103      Marks Portfolio                                              New York                  Various                  NY
          -------------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                         New York                  New York                 NY
103.2     122 East 25th Street                                         New York                  New York                 NY
103.3     22 Warren Street                                             New York                  New York                 NY
 104      5 Enterprise Drive                                           Old Lyme                  New London               CT
 105      Bay Court Plaza                                              Dover                     Kent                     DE
          -------------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                   Timonium                  Baltimore                MD
 107      Warner Palms Apartments                                      Winnetka                  Los Angeles              CA
 108      Marsh Store 01                                               Fishers                   Hamilton                 IN
 109      Lock Up Portfolio                                            Various                   Various                  IL
109.1     Lock Up - Wheeling                                           Wheeling                  Cook                     IL
          -------------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                           Palatine                  Cook                     IL
109.3     Lock Up - Bolingbrook                                        Bolingbrook               Will                     IL
 110      Garden Grove Shopping Center                                 Garden Grove              Orange                   CA
 111      Gold Coast Business Center                                   Kailua-Kona               Hawaii                   HI
 112      Marsh Store 03                                               Bloomington               Monroe                   IN
          -------------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                            Sunnyside                 Queens                   NY
 114      East Wintonbury Apartments                                   Bloomfield                Hartford                 CT
 115      Hawthorne Suites - Champaign, IL                             Champaign                 Champaign                IL
 116      River Crossing                                               Tyngsborough              Middlesex                MA
 117      Park Avenue Villas                                           Tallahassee               Leon                     FL
          -------------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                        Richardson                Dallas                   TX
 119      Mission Self Storage                                         Mission Hills             Los Angeles              CA
 120      Sweetwater & Sugar Lakes                                     Sugarland                 Fort Bend                TX
120.1     Sweetwater                                                   Sugarland                 Fort Bend                TX
120.2     Sugar Lakes                                                  Sugarland                 Fort Bend                TX
          -------------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                           Rocklin                   Placer                   CA
 122      Pines at Lanier                                              Gainesville               Hall                     GA
 123      Fairways Apartments                                          New Haven                 New Haven                CT
 124      Marsh Store 101                                              Pendleton                 Madison                  IN
 125      5151 Tyler Lakes Boulevard                                   West Palm Beach           Palm Beach               FL
-----------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                       Vernon                    Los Angeles              CA
 127      1 North Central Avenue                                       Hartsdale                 Westchester              NY
 128      Fairfield Inn Manhattan KS                                   Manhattan                 Riley                    KS
 129      Marina Lakes Office Building                                 Miami                     Miami-Dade               FL
 130      Murray Hill Office Center                                    New Providence            Union                    NJ
          -------------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                              Columbus                  Franklin                 OH
 132      Bloomington Self Storage                                     Bloomington               Hennepin                 MN
 133      Signature Place                                              Oklahoma City             Oklahoma                 OK
 134      Planters Run Apartments                                      Dover                     Kent                     DE
 135      Westchase Plaza                                              Little Rock               Pulaski                  AR
          -------------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                           Mishawaka                 St Joseph                IN
136.1     Lake Shore                                                   Mishawaka                 St Joseph                IN
136.2     Willow Club Estates                                          Mishawaka                 St Joseph                IN
 137      Community Self-Storage                                       Spring                    Harris                   TX
 138      Parliament Bend                                              San Antonio               Bexar                    TX
          -------------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                           Various                   Various                  WA
139.1     Sunset Heights                                               Clarkston                 Asotin                   WA
139.2     Timberline                                                   Otis Orchards             Spokane                  WA
 140      Country Inn & Suites - Asheville                             Asheville                 Buncombe                 NC
 141      River View Plaza                                             Duvall                    King                     WA
          -------------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                   Myrtle Beach              Horry                    SC
 143      Crystal Pointe                                               Deerfield Beach           Broward                  FL
 144      Holiday Inn Express-Lexington SC                             Lexington                 Lexington                SC
 145      Linkside Apartments                                          Magnolia                  Kent                     DE
 146      Town Center- Sugarland                                       Sugar Land                Fort Bend                TX
          -------------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                        Fountain Valley           Orange                   CA
 148      29 Barstow Road                                              Great Neck                Nassau                   NY
 149      York Green                                                   Lutherville               Baltimore                MD
 150      777 Sunrise Highway                                          Lynbrook                  Nassau                   NY
 151      Storage One Durango                                          Las Vegas                 Clark                    NV
          -------------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                       Bedford                   Tarrant                  TX
 153      Noah's Ark Self Storage Hwy 281                              San Antonio               Bexar                    TX
 154      Walgreen's at Traverse City                                  Traverse City             Grand Traverse           MI
 155      Terrace View Apartments                                      Burien                    King                     WA
 156      Apache MHC                                                   Yucca Valley              San Bernadino            CA
          -------------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                           Concord                   Cabarrus                 NC
 158      Eagle Ridge Apartments                                       Lawrence                  Douglas                  KS
 159      Indianola: North American & Parkside                         Indianola                 Warren                   IA
159.1     North American                                               Indianola                 Warren                   IA
159.2     Parkside                                                     Indianola                 Warren                   IA
          -------------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                   Howard Beach              Queens                   NY
 161      27754 Novi Road                                              Novi                      Oakland                  MI
 162      PETsMART Store                                               Bowie                     Prince George's          MD
 163      San Pedro Plaza                                              Los Angeles               Los Angeles              CA
 164      Hollywood Mini Storage                                       Memphis                   Shelby                   TN
          -------------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                              Killeen                   Bell                     TX
 166      Contempo MHC                                                 Spokane                   Spokane                  WA
 167      Walgreens Milsboro                                           Millsboro                 Sussex                   DE
 168      A-1 Secure Storage                                           Woodland                  Yolo                     CA
 169      Lee Plaza                                                    Sacramento                Sacramento               CA
          -------------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                     Carrollton                Isle of Wight            VA
 171      Commercial Menaul                                            Albuquerque               Bernalillo               NM
 172      Pine Haven Mobile Home Park                                  Bradenton                 Manatee                  FL
 173      3391 Berlin Turnpike                                         Newington                 Hartford                 CT


                                                                                                                      NET
                                                                                     YEAR            YEAR        RENTABLE AREA
  ID                         PROPERTY NAME                             ZIP CODE      BUILT         RENOVATED        SF/UNITS
---------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                              55425         1992            2005          2,769,954
  2       Four Allen Center                                            77002         1983                          1,228,877
  3       EZ Storage Portfolio                                         Various      Various         Various        3,699,052
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                 02135         2006                           128,855
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)       55406         1953            1997           132,480
          -----------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                          48220         2004                           129,750
 3.4      EZ Storage Portfolio - Southfield, MI                        48033         1985                            86,575
 3.5      EZ Storage Portfolio - Lynnfield, MA                         01940         1978            2001           107,695
 3.6      EZ Storage Portfolio - Eastpointe, MI                        48021         2006                            92,575
 3.7      EZ Storage Portfolio - Warren, MI                            48089         1996                           102,350
          -----------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                    55416         1973                            78,100
 3.9      EZ Storage Portfolio - Troy, MI                              48083         1976                            87,750
 3.10     EZ Storage Portfolio - Redford, MI                           48239         2000                            67,850
 3.11     EZ Storage Portfolio - Peabody,  MA                          01960         1996                            79,620
 3.12     EZ Storage Portfolio - Tewksbury, MA                         01876         1989                            72,230
          -----------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                         01862         1988                            95,225
 3.14     EZ Storage Portfolio - South Euclid, OH                      44121         1965            2004            64,620
 3.15     EZ Storage Portfolio - Rochester Hills, MI                   48309         1988                            93,300
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)    48066         1978                            79,500
 3.17     EZ Storage Portfolio - Warwick, RI                           02888         1978                            63,500
          -----------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)    48066         1974                            78,625
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                  48320         1999                            74,725
 3.20     EZ Storage Portfolio - Grand River, MI                       48336         2004                            78,025
 3.21     EZ Storage Portfolio - Shrewsbury, MA                        01545         1989                            66,125
 3.22     EZ Storage Portfolio - Chelmsford, MA                        01824         1989                            58,800
          -----------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                           02043         1983            1991            64,620
 3.24     EZ Storage Portfolio - Auburn Hills, MI                      48326         1986                            79,150
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                  48127         2001                            76,100
 3.26     EZ Storage Portfolio - Livonia, MI                           48150         1974                            76,200
 3.27     EZ Storage Portfolio - Lincoln Park, MI                      48146         2004                            87,925
          -----------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)       55406         1946            1991            56,212
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)      48038         1988                            89,500
 3.30     EZ Storage Portfolio - Reading, OH                           45237         2001                            78,115
 3.31     EZ Storage Portfolio - Center Line, MI                       48015         1996                            78,400
 3.32     EZ Storage Portfolio - Dearborn, MI                          48124         2004                            81,350
          -----------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)       48038         1988                            82,700
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)    48038         1985                            69,075
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                 44121         2005                            66,570
 3.36     EZ Storage Portfolio - Taylor, MI                            48180         1978                            69,300
 3.37     EZ Storage Portfolio - Woodbury, MN                          55125         1977                            67,525
          -----------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)         45227         1998                            64,500
 3.39     EZ Storage Portfolio - Eagan, MN                             55122         1978                            78,850
 3.40     EZ Storage Portfolio - New Brighton, MN                      55112         1973                            62,150
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)  48035         1987                            62,050
 3.42     EZ Storage Portfolio - North Bend, OH                        45224         2001                            64,950
          -----------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                  48335         1978            2003            58,800
 3.44     EZ Storage Portfolio - Sterling Heights, MI                  48312         1987                            62,750
 3.45     EZ Storage Portfolio - Marsh Lane, TX                        75006         1986                            67,725
 3.46     EZ Storage Portfolio - Burnsville, MN                        55337         1972                            41,950
 3.47     EZ Storage Portfolio - Coon Rapids, MN                       55448         1975                            47,100
          -----------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                   55110         1974                            47,210
  4       JQH Hotel Portfolio                                          Various      Various                          1,110
 4.1      Embassy Suites Frisco                                        75034         2005                             330
 4.2      Embassy Suites Hampton                                       23666         2005                             295
 4.3      Embassy Suites Hot Springs                                   71901         2003                             246
          -----------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                              65806         2005                             120
 4.5      Courtyard by Marriott Junction City                          66441         2004                             119
          Manhattan Office Portfolio                                   Various      Various         Various         265,809
  5       369 Lexington Avenue                                         10017         1927            2005           150,387
  6       2 West 46th Street                                           10036         1926            2005           115,422
          -----------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                             77002         1980            2006          1,333,312
  8       Victoria Ward Industrial, Gateway & Village                  96814         1944            2005           259,928
  9       Sierra Vista Mall                                            93612         1989            1999           689,601
  10      Morgan Resort Portfolio                                      Various      Various         Various          4,856
 10.1     Buena Vista Resort                                           08310         1970            2004             678
          -----------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                            03077         1970            2004             418
 10.3     Crystal Lake Resort                                          53555         1960                             418
 10.4     Yogi Jellystone Resort OH                                    44255         1950            2005             425
 10.5     Grand Lakes Resort                                           32681         1990            2003             409
 10.6     Mountain Pines Resort                                        15622         1930            2005             885
          -----------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                           28751         1950            2005             300
 10.8     Three Lakes Resort                                           34667         2000                             310
 10.9     Blueberry Hill Resort FL                                     33513         2001            2003             406
10.10     Blueberry Resort NJ                                          08241         1970            1997             176
10.11     Coldbrook Resort                                             12831         1980            2006             267
          -----------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                    08330         1967            2002             164
  11      Scottsdale 101                                               85054         2003                           581,486
  12      JPIM Self Storage Portfolio                                  Various      Various         Various         857,421
 12.1     Waipahu                                                      96797         2006                            72,975
 12.2     San Francisco                                                94103         1906            2005            48,720
          -----------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                  11968         2004            2005            63,913
 12.4     Metairie                                                     70002         2005                            60,360
 12.5     Philadelphia                                                 19142         1927            2003            81,375
 12.6     Berkeley                                                     94710         2003                            46,667
 12.7     Kingwood                                                     77339         2002                            84,915
          -----------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                   08109         1950            2004            69,974
 12.9     Los Angeles                                                  90018         1926            2005            42,295
12.10     Vallejo                                                      94590         1988                            54,295
12.11     Bedford                                                      76021         1985                            52,570
12.12     West Palm Beach                                              33407         1980            2006            56,737
          -----------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                   76116         1981            2002            63,300
12.14     Euless                                                       76039         1986                            59,325
  13      Broward Multifamily Portfolio                                Various       1986                             612
 13.1     Water's Edge                                                 33351         1986                             320
 13.2     Southern Pointe                                              33322         1986                             292
          -----------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                    Various      Various         Various        1,339,957
 14.1     Ryans                                                        39466         2000            2002            10,485
 14.2     Ryans                                                        32536         2001                            10,854
 14.3     Fire Mountain                                                28303         2005                            10,211
 14.4     Ryans                                                        42104         1992                            10,065
          -----------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                32534         2003                            10,211
 14.6     Ryans                                                        31206         2003                            10,825
 14.7     Ryans                                                        77304         1993            2001            10,100
 14.8     Ryans                                                        31904         2002                            9,023
 14.9     Ryans                                                        25801         1995                            10,388
          -----------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                        29803         2000            2001            10,485
14.11     Ryans                                                        39208         2000                            10,485
14.12     Ryans                                                        28806         1997                            10,627
14.13     Ryans                                                        77706         2002                            11,083
14.14     Ryans                                                        31707         2004                            9,353
          -----------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                           55448          N/A                            9,097
14.16     Ryans                                                        29575         2000            2001            10,485
14.17     Ryans                                                        36117         2003                            9,282
14.18     Ryans                                                        29406         1986                            9,727
14.19     Fire Mountain                                                39232         2006                            10,825
          -----------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                        17331         1999            2001            9,921
14.21     Ryans                                                        24740         2001                            10,825
14.22     Ryans                                                        37076         1990            2002            11,530
14.23     Ryans                                                        30907         1982                            9,561
14.24     Fire Mountain                                                29212         2005                            8,891
          -----------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                        29223         2002                            10,143
14.26     Fire Mountain                                                35603         2004                            9,058
14.27     Ryans                                                        29650         1984                            9,327
14.28     Fire Mountain                                                30606         2005                            10,825
14.29     Ryans                                                        29407         1988            2004            11,099
          -----------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                76028         2006                            10,825
14.31     Ryans                                                        25401         2003                            10,825
14.32     Ryans                                                        30529         1996                            10,349
14.33     Fire Mountain                                                38637         1995            2004            10,349
14.34     Ryans                                                        22401         2002                            10,825
          -----------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                29841         2003                            10,901
14.36     Ryans                                                        29621         2000                            10,724
14.37     Fire Mountain                                                36619         2003                            10,825
14.38     Ryans                                                        37701         1999            2001            9,921
14.39     Ryans                                                        77591         2002                            11,530
          -----------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                        37343         2001            2002            9,353
14.41     Ryans                                                        70726         1999            2001            9,921
14.42     Fire Mountain                                                30534         2005                            10,825
14.43     Ryans                                                        37129         1993                            10,065
14.44     Ryans                                                        35501         2000                            10,642
          -----------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                        35630         1994            2002            10,349
14.46     Ryans                                                        29582         1992                            10,065
14.47     Fire Mountain                                                71111         2004                            11,860
14.48     Ryans                                                        30114         1998            2001            9,921
14.49     Ryans                                                        42301         1997                            10,349
          -----------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                        30165         1984                            9,616
14.51     Fire Mountain                                                70605         1988            2005            11,860
14.52     Fire Mountain                                                28602         2005                            10,825
14.53     Ryans                                                        30120         1993                            10,100
14.54     Ryans                                                        38555         1996            2002            10,349
          -----------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                        30116         1995            2002            10,349
14.56     Ryans                                                        32571         2002                            10,825
14.57     Ryans                                                        24073         1995            2002            10,349
14.58     Ryans                                                        36066         1997                            10,466
14.59     Ryans                                                        42001         1992                            10,017
          -----------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                        77566         1994            2003            10,398
14.61     Fire Mountain                                                40509         2004                            11,035
14.62     Fire Mountain                                                36527         2005                            10,825
14.63     Ryans                                                        30141         1999            2002            9,921
14.64     Ryans                                                        29611         1999                            9,921
          -----------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                46706         2005                            10,825
14.66     Ryans                                                        47274         1996                            10,349
14.67     Ryans                                                        65803         2002                            10,825
14.68     Fire Mountain                                                35055         1996            2005            10,349
14.69     Fire Mountain                                                29301         2004                            10,825
          -----------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                        29169         1982                            9,023
14.71     Ryans                                                        36301         1998                            9,921
14.72     Ryans                                                        29640         1985                            9,253
14.73     Fire Mountain                                                35071         2004                            10,825
14.74     Ryans                                                        64801         1992            2003            10,065
          -----------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                        29649         1980                            9,616
14.76     Ryans                                                        29526         1999            2001            9,921
14.77     Ryans                                                        17201         2002                            10,825
14.78     Ryans                                                        28358         1993                            10,065
14.79     Fire Mountain                                                30223         2004                            10,825
          -----------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                        65807         1990            2005            11,530
14.81     Fire Mountain                                                30701         1998            2003            9,921
14.82     Fire Mountain                                                72117         2005                            10,825
14.83     Ryans                                                        37830         1994                            10,398
14.84     Fire Mountain                                                36535         1996            2002            10,349
          -----------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                        71913         1998            2001            9,921
14.86     Ryans                                                        15904         1998            2001            9,921
14.87     Ryans                                                        29678         1994                            10,398
14.88     Ryans                                                        29607         2000                            10,642
14.89     Ryans                                                        45750         1995                            10,388
          -----------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                        29118         1995                            10,349
14.91     Ryans                                                        70506         1988            2003            11,860
14.92     Fire Mountain                                                72903         2005                            10,825
14.93     Ryans                                                        45245         2001                            11,530
14.94     Ryans                                                        44312         1993            2002            10,075
          -----------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                        28056         1992            2002            10,065
14.96     Fire Mountain                                                28027         2004                            10,825
14.97     Ryans                                                        42701         1994                            10,349
14.98     Fire Mountain                                                37040         1992            2004            10,065
14.99     Ryans                                                        47112         1999                            9,921
          -----------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                        72401         1996                            10,349
14.101    Ryans                                                        37814         2003                            10,825
14.102    Ryans                                                        29680         1992            2000            10,065
14.103    Ryans                                                        37876         2003                            10,825
14.104    Ryans                                                        38501         1995            2001            10,349
          -----------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                44906         1993            2000            10,254
14.106    Fire Mountain                                                29209         2004                            10,982
14.107    Ryans                                                        75703         1994            2001            10,398
14.108    Ryans                                                        38053         1998            2001            9,921
14.109    Fire Mountain                                                27105         2005                            10,825
          -----------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                        38804         1995            2001            10,388
14.111    Ryans                                                        37312         1994            2002            10,349
14.112    Ryans                                                        46227         1985                            9,407
14.113    Ryans                                                        61834         2000                            10,642
14.114    Ryans                                                        70458          N/A                            10,941
          -----------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                        26301         2000                            10,642
14.116    Ryans                                                        25325         2001                            10,642
14.117    Ryans                                                        21740         2001                            10,825
14.118    Home Town Buffet                                             91504         2001                            8,327
14.119    Ryans                                                        29483         1998                            10,133
          -----------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                15010         2004                            10,896
14.121    Fire Mountain                                                17050         2005                            10,825
14.122    Home Town Buffet                                             91307         2002                            9,013
14.123    Ryans                                                        72143         1998                            9,921
14.124    Ryans                                                        65775         1997                            10,466
          -----------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                             90262         2002                            8,858
14.126    Home Town Buffet                                             93711         2003                            9,124
14.127    Ryans                                                        29072         2001                            10,103
14.128    Old Country Buffet                                           98903         2002                            8,464
14.129    Old Country Buffet                                           19030         1996                            10,380
          -----------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                        35405         2002                            9,078
  15      Empirian Chesapeake                                          23320         2004                             374
          Carlson Hotel Portfolio                                      Various      Various         Various           971
  16      Carlson Bloomington and Philadelphia                         Various      Various         Various           532
 16.1     Country Inn & Suites Mall of America                         55425         1994            1997             234
          -----------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                             19103         1926            2004             298
  17      Carlson Radisson Lord Baltimore                              21201         1929            2004             439
  18      Golf Mill Shopping Center                                    60714         1957            1986           861,022
  19      300 7th Street                                               20024         1964            1999           143,413
  20      Bawabeh VII - Banco Popular                                  Various     1900-1971        Various          41,604
          -----------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                   Various     2000-2002                        150,400
  22      Westin Portland                                              97205         1998            1999             205
  23      Shoppes at Dadeland                                          33156         1999                           104,956
  24      Montego Bay Apartments                                       89014         1989            1992             420
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts             Various      Various         Various          1,416
          -----------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                            04064         1966            2004             510
 25.2     Indian Creek Resort                                          44041         1960            2003             623
 25.3     Wagon Wheel Resort                                           04064         1962            2005             283
  26      Longford Medical Center                                      89128         2006                           132,135
  27      Hampton Inn Manhattan                                        10011         2003                             144
          -----------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                            01453         2006                           191,081
  29      North Bronx Portfolio                                        Various      Various         Various           535
 29.1     3018 Heath Avenue                                            10463         1927                              86
 29.2     2770-80 Kingsbridge Terrace                                  10463         1927                              71
 29.3     1576 Taylor Avenue                                           10460         1929                              71
          -----------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                         10468         1928                              49
 29.5     2500 University Avenue                                       10468         1922            2003              57
 29.6     2505 Aqueduct Avenue                                         10468         1928                              48
 29.7     2785 Sedgwick Avenue                                         10468         1928                              48
 29.8     3215 Holland Avenue                                          10467         1929                              51
          -----------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                          10467         1928                              29
29.10     2264 Grand Avenue                                            10453         1924                              25
  30      Links at Madison County                                      39046         2004                             588
  31      Fort Collins Marriott Portfolio                              80525        Various         Various           455
 31.1     Fort Collins Marriott                                        80525         1985                             230
          -----------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                   80525         1999            2003             113
 31.3     Courtyard Fort Collins                                       80525         1996            2005             112
  32      Regions Center                                               72201         1975            2005           554,491
  33      Casual Male HQ                                               02021         1962            2000           755,992
  34      Heron Cay MHP                                                32966         1985                             597
          -----------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                       73099         2006                             492
  36      C&S Grocers, Inc. Building                                   95206         1988            2000           765,000
  37      Links at Stillwater                                          74075         2006                             492
  38      Skylark Pointe                                               21234         1974            2002             336
  39      Villa Lucia Apartments                                       93722         2005                             272
          -----------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                           94110         1923            2000           155,164
  41      The Park at Spanish Ridge                                    89148         2006                           114,169
 41.1     8912 Spanish Ridge Avenue                                    89148         2006                            72,786
 41.2     8918 Spanish Ridge Avenue                                    89148         2006                            41,383
  42      Greens on Blossom Way                                        72758         2005                             384
          -----------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                             10014         1911            1997              79
  44      Morningstar Apartments                                       89135         2005                             195
  45      CityPlace II                                                 06103         1989                           292,039
  46      Hotel Lucia                                                  97205         1909            2002             127
          Annunziata Multifamily Portfolio                             Various      Various         Various           110
          -----------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                     Various      Various         Various            55
 47.1     3 West 87th Street                                           10024         1900            2000              20
 47.2     141 West 72nd Street                                         10023         1920            2001              7
 47.3     113 West 70th Street                                         10023         1900            2001              10
 47.4     254 West 71st Street                                         10023         1900            2001              8
          -----------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                         10023         1912                              10
  48      Annunziata Portfolio I                                       Various      Various         Various            34
 48.1     406 East 64th Street                                         10021         1910            1996              16
 48.2     304 East 89th Street                                         10128         1910            2001              18
  49      Annunziata Portfolio II                                      Various      Various         Various            21
          -----------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                        10025         1922            2001              11
 49.2     462 West 51st Street                                         10019         1901            2003              10
  50      Wellington Place                                             32073       1986/1988         2003             358
  51      Hotel Max                                                    98101         1926            2005             163
  52      University Commons - Bloomington                             47401         1997                             252
          -----------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                   89115         2006                           421,093
  54      Physicians Medical Center of Baton Rouge                     70807         2005                            76,370
  55      Minnesota Office Building                                    55415         1981            2003           330,000
  56      Home Interiors & Gifts                                       75007         2000                           659,340
  57      Cambridge at Southern                                        30458         2006                             228
          -----------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                  32714         1974            1994             260
  59      Sabre Office Centre                                          33487         1986            2005            99,627
  60      Colony Woods                                                 66046         1987            2006             372
  61      Mission Hills Shopping Center                                34119         2005                            85,078
  62      University Commons - Urbana                                  61801         1998                             252
          -----------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                            06492         2006                           119,598
  64      Lake Laurie and Lake George Resorts                          Various      Various         Various           982
 64.1     Lake Laurie Resort                                           08204         1966            2005             742
 64.2     Lake George Resort                                           12804         1930            1980             240
  65      Hawthorn Suites San Antonio Riverwalk                        78205         1998                             149
          -----------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                 31061         2006                             168
  67      University Commons - Eugene                                  97401         1999                             252
  68      Atlantic Crossings                                           33071         1994                           171,280
  69      17320 Gale Avenue                                            91748         1993            1997            76,109
  70      Towne South Center                                           47802         1977            2005           162,285
          -----------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                             95826         1975                             250
  72      Embarcadero Club Apartments                                  30337         1974            2005             404
  73      Embarcadero Business Park                                    94606         1986            2006           152,239
  74      Arcadia Park Apartments                                      85711         1980            2004             288
  75      Casa de Luna                                                 93710         2006                             136
          -----------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                  10009        Various         Various            58
 76.1     208-210 East Seventh Street                                  10009         1900            1988              28
 76.2     114-116 East First Street                                    10009         1920            1988              30
  77      Vero Palm MHP                                                32966         1986                             285
  78      500 Victory Road                                             02171         1987                           155,958
          -----------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                            98057         2004                            60,495
  80      Safety Storage portfolio                                     Various      Various         Various          2,473
 80.1     Martin City                                                  64145         1998            2006             560
 80.2     Pleasant Valley                                              64068         1996            2002             484
 80.3     Independence South                                           64055         1987            2004             661
          -----------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                 64068         1985            2001             362
 80.5     Olathe                                                       66061         1987                             406
  81      Country Inn & Suites Calabasas                               91302         1987            2005             122
  82      Rio Verde MHC-IPG                                            98002         1976                             287
  83      Valencia Medical Building                                    91355         1995            2005            44,529
          -----------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                         11746         1983            2003            98,868
  85      Stonebridge Medical Center                                   92595         2006                            59,993
  86      290 Madison Avenue                                           10017         1951                            38,125
  87      Marrietta Plaza                                              30067         1968            2002           206,828
  88      Designer Outlet Center                                       07094         1978            1996            69,423
          -----------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                        79705         1981            2006             320
  90      266 Washington Avenue                                        11205         1931            2006             113
  91      Hampton Inn Salt Lake City                                   84101         1996            2005             158
  92      Summit Park Apartments                                       75006         1970            2005             273
  93      Capistrano Self Storage                                      92624         1985            2003            89,426
          -----------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                             78363         2005                             132
  95      Shoppes at Savannah                                          31419         1988                           130,600
  96      Mesa Gardens                                                 92084         1977                             124
  97      Raymour & Flanigan Paramus                                   07652         2006                            62,000
  98      Office Max Plaza - Scottsdale                                85251         1981                            65,136
          -----------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                        18091         1995                            98,830
 100      Lake Lucerne Towers                                          32801         1961            2004             157
 101      Vestin Corporate Center                                      89113         2004                            40,940
 102      Gwinnett Medical Office                                      30045         1990                            44,947
 103      Marks Portfolio                                              Various      Various         Various          31,483
          -----------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                         10011         1903            2004            20,864
103.2     122 East 25th Street                                         10010         1907            2002            4,785
103.3     22 Warren Street                                             10007         1900            2002            5,834
 104      5 Enterprise Drive                                           06371         2001                            92,500
 105      Bay Court Plaza                                              19901         1978            2001           187,350
          -----------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                   21093         1961            1998            67,171
 107      Warner Palms Apartments                                      91306         1964            2004              98
 108      Marsh Store 01                                               46037         1994                            80,960
 109      Lock Up Portfolio                                            Various      Various         Various         166,875
109.1     Lock Up - Wheeling                                           60090         1979            1998            51,975
          -----------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                           60074         1989                            57,700
109.3     Lock Up - Bolingbrook                                        60440         1981            2002            57,200
 110      Garden Grove Shopping Center                                 92843         1983                            37,081
 111      Gold Coast Business Center                                   96740         1974            2006           104,568
 112      Marsh Store 03                                               47404         1993                            54,218
          -----------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                            11104         1931            2006              96
 114      East Wintonbury Apartments                                   06002         1973            2006             111
 115      Hawthorne Suites - Champaign, IL                             61820         1990                             198
 116      River Crossing                                               01879         1972            2005              96
 117      Park Avenue Villas                                           32301         1984            2006             121
          -----------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                        75080         1981            2000             296
 119      Mission Self Storage                                         91352         2002            2005            85,313
 120      Sweetwater & Sugar Lakes                                     77479        Various                          45,274
120.1     Sweetwater                                                   77479         2005                            34,430
120.2     Sugar Lakes                                                  77479         2006                            10,844
          -----------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                           95677         1996            2005              67
 122      Pines at Lanier                                              30504         1985                             157
 123      Fairways Apartments                                          06513         1960            2005             104
 124      Marsh Store 101                                              46064         2004                            47,155
 125      5151 Tyler Lakes Boulevard                                   33407         2004                           107,000
---------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                       90058         1925            2004           243,626
 127      1 North Central Avenue                                       10530         1968            2001            14,390
 128      Fairfield Inn Manhattan KS                                   66502         1998            2005              98
 129      Marina Lakes Office Building                                 33155         1988                            48,620
 130      Murray Hill Office Center                                    07974         1950            1991            48,332
          -----------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                              43228         1985                            67,188
 132      Bloomington Self Storage                                     55420         1970            2004            83,949
 133      Signature Place                                              73132         1983            2005           101,146
 134      Planters Run Apartments                                      19901         2002            2005              72
 135      Westchase Plaza                                              72211         1985            1998            65,909
          -----------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                           46544        Various          2004             285
136.1     Lake Shore                                                   46544         1972                             197
136.2     Willow Club Estates                                          46544         1990                              88
 137      Community Self-Storage                                       77388         2003            2006            97,082
 138      Parliament Bend                                              78216         1982                             232
          -----------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                           Various      Various                           204
139.1     Sunset Heights                                               99403         1993                              96
139.2     Timberline                                                   99207         1974                             108
 140      Country Inn & Suites - Asheville                             28805         1970            2004              74
 141      River View Plaza                                             98019         2003                            38,379
          -----------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                   29577         2004                            13,600
 143      Crystal Pointe                                               33073         1988            2006            79,025
 144      Holiday Inn Express-Lexington SC                             29072         1996            2006              74
 145      Linkside Apartments                                          19962         2006                              60
 146      Town Center- Sugarland                                       77479         2006                            21,100
          -----------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                        92708         1979                            31,415
 148      29 Barstow Road                                              11021         1972            2001            22,404
 149      York Green                                                   21093         1986                            53,328
 150      777 Sunrise Highway                                          11563         2000                            23,242
 151      Storage One Durango                                          89117         2004                            71,725
          -----------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                       76021         1996                            57,951
 153      Noah's Ark Self Storage Hwy 281                              78254         2004                            64,825
 154      Walgreen's at Traverse City                                  49684         2006                            14,820
 155      Terrace View Apartments                                      98148         1985                              85
 156      Apache MHC                                                   92284         1966            2006             136
          -----------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                           28025         2006                            59,400
 158      Eagle Ridge Apartments                                       66049         1993                             148
 159      Indianola: North American & Parkside                         50125        Various                           154
159.1     North American                                               50125         1968                              94
159.2     Parkside                                                     50125         1970                              60
          -----------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                   11414          NAP                            13,500
 161      27754 Novi Road                                              48377         1978            1994            17,667
 162      PETsMART Store                                               20716         1996                            26,170
 163      San Pedro Plaza                                              90011         2006                            6,930
 164      Hollywood Mini Storage                                       38127         1987                           100,378
          -----------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                              76543         1998                             208
 166      Contempo MHC                                                 99208         1974            2004             220
 167      Walgreens Milsboro                                           19966         2004                            12,000
 168      A-1 Secure Storage                                           95776         2001                            62,300
 169      Lee Plaza                                                    95823         1985                            20,179
          -----------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                     23314         1990            2005              72
 171      Commercial Menaul                                            87102         1960            2006            41,250
 172      Pine Haven Mobile Home Park                                  34207         1959            2005              74
 173      3391 Berlin Turnpike                                         06111         2006                            4,000


                                                                        UNITS     LOAN PER NET        PREPAYMENT PROVISIONS
                                                                          OF      RENTABLE AREA          (# OF PAYMENTS)
  ID                         PROPERTY NAME                             MEASURE    SF/UNITS(8)(9)         (11)(12)(13)(14)
------------------------------------------------------------------------------------------------------------------------------

  1       Mall of America                                              Sq. Ft.        $272.57          L(24),D(92),O(4)
  2       Four Allen Center                                            Sq. Ft.         195.30          L(26),D(54),O(4)
  3       EZ Storage Portfolio                                         Sq. Ft.          81.10         L(24),YM1%(92),O(4)
 3.1      EZ Storage Portfolio - Boston, MA (Brighton)                 Sq. Ft.
 3.2      EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)       Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.3      EZ Storage Portfolio - Ferndale, MI                          Sq. Ft.
 3.4      EZ Storage Portfolio - Southfield, MI                        Sq. Ft.
 3.5      EZ Storage Portfolio - Lynnfield, MA                         Sq. Ft.
 3.6      EZ Storage Portfolio - Eastpointe, MI                        Sq. Ft.
 3.7      EZ Storage Portfolio - Warren, MI                            Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.8      EZ Storage Portfolio - St. Louis Park, MN                    Sq. Ft.
 3.9      EZ Storage Portfolio - Troy, MI                              Sq. Ft.
 3.10     EZ Storage Portfolio - Redford, MI                           Sq. Ft.
 3.11     EZ Storage Portfolio - Peabody,  MA                          Sq. Ft.
 3.12     EZ Storage Portfolio - Tewksbury, MA                         Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                         Sq. Ft.
 3.14     EZ Storage Portfolio - South Euclid, OH                      Sq. Ft.
 3.15     EZ Storage Portfolio - Rochester Hills, MI                   Sq. Ft.
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)    Sq. Ft.
 3.17     EZ Storage Portfolio - Warwick, RI                           Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)    Sq. Ft.
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                  Sq. Ft.
 3.20     EZ Storage Portfolio - Grand River, MI                       Sq. Ft.
 3.21     EZ Storage Portfolio - Shrewsbury, MA                        Sq. Ft.
 3.22     EZ Storage Portfolio - Chelmsford, MA                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                           Sq. Ft.
 3.24     EZ Storage Portfolio - Auburn Hills, MI                      Sq. Ft.
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                  Sq. Ft.
 3.26     EZ Storage Portfolio - Livonia, MI                           Sq. Ft.
 3.27     EZ Storage Portfolio - Lincoln Park, MI                      Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)       Sq. Ft.
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)      Sq. Ft.
 3.30     EZ Storage Portfolio - Reading, OH                           Sq. Ft.
 3.31     EZ Storage Portfolio - Center Line, MI                       Sq. Ft.
 3.32     EZ Storage Portfolio - Dearborn, MI                          Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)       Sq. Ft.
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)    Sq. Ft.
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                 Sq. Ft.
 3.36     EZ Storage Portfolio - Taylor, MI                            Sq. Ft.
 3.37     EZ Storage Portfolio - Woodbury, MN                          Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)         Sq. Ft.
 3.39     EZ Storage Portfolio - Eagan, MN                             Sq. Ft.
 3.40     EZ Storage Portfolio - New Brighton, MN                      Sq. Ft.
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)  Sq. Ft.
 3.42     EZ Storage Portfolio - North Bend, OH                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                  Sq. Ft.
 3.44     EZ Storage Portfolio - Sterling Heights, MI                  Sq. Ft.
 3.45     EZ Storage Portfolio - Marsh Lane, TX                        Sq. Ft.
 3.46     EZ Storage Portfolio - Burnsville, MN                        Sq. Ft.
 3.47     EZ Storage Portfolio - Coon Rapids, MN                       Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                   Sq. Ft.
  4       JQH Hotel Portfolio                                           Rooms      112,612.61          L(25),D(91),O(4)
 4.1      Embassy Suites Frisco                                         Rooms
 4.2      Embassy Suites Hampton                                        Rooms
 4.3      Embassy Suites Hot Springs                                    Rooms
          --------------------------------------------------------------------------------------------------------------------
 4.4      Holiday Inn Express Springfield                               Rooms
 4.5      Courtyard by Marriott Junction City                           Rooms
          Manhattan Office Portfolio                                    Units          398.78               Various
  5       369 Lexington Avenue                                         Sq. Ft.         398.97          L(24),D(90),O(7)
  6       2 West 46th Street                                           Sq. Ft.         398.54          L(24),D(30),O(7)
          --------------------------------------------------------------------------------------------------------------------
  7       First City Tower                                             Sq. Ft.          69.75          L(28),D(85),O(7)
  8       Victoria Ward Industrial, Gateway & Village                  Sq. Ft.         340.48          L(26),D(21),O(13)
  9       Sierra Vista Mall                                            Sq. Ft.         112.79          L(24),D(92),O(4)
  10      Morgan Resort Portfolio                                        Pads       15,547.78          L(27),D(29),O(4)
 10.1     Buena Vista Resort                                             Pads
          --------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                              Pads
 10.3     Crystal Lake Resort                                            Pads
 10.4     Yogi Jellystone Resort OH                                      Pads
 10.5     Grand Lakes Resort                                             Pads
 10.6     Mountain Pines Resort                                          Pads
          --------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                             Pads
 10.8     Three Lakes Resort                                             Pads
 10.9     Blueberry Hill Resort FL                                       Pads
10.10     Blueberry Resort NJ                                            Pads
10.11     Coldbrook Resort                                               Pads
          --------------------------------------------------------------------------------------------------------------------
10.12     Yogi Jellystone Resort NJ                                      Pads
  11      Scottsdale 101                                               Sq. Ft.         120.38         L(23),YM1%(93),O(4)
  12      JPIM Self Storage Portfolio                                  Sq. Ft.          77.44          L(27),D(29),O(4)
 12.1     Waipahu                                                      Sq. Ft.
 12.2     San Francisco                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                  Sq. Ft.
 12.4     Metairie                                                     Sq. Ft.
 12.5     Philadelphia                                                 Sq. Ft.
 12.6     Berkeley                                                     Sq. Ft.
 12.7     Kingwood                                                     Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                   Sq. Ft.
 12.9     Los Angeles                                                  Sq. Ft.
12.10     Vallejo                                                      Sq. Ft.
12.11     Bedford                                                      Sq. Ft.
12.12     West Palm Beach                                              Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
12.13     Fort Worth                                                   Sq. Ft.
12.14     Euless                                                       Sq. Ft.
  13      Broward Multifamily Portfolio                                 Units      105,882.35        L(24),YM1%(11),O(25)
 13.1     Water's Edge                                                  Units
 13.2     Southern Pointe                                               Units
          --------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                    Sq. Ft.          94.41          L(25),D(88),O(7)
 14.1     Ryans                                                        Sq. Ft.
 14.2     Ryans                                                        Sq. Ft.
 14.3     Fire Mountain                                                Sq. Ft.
 14.4     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                Sq. Ft.
 14.6     Ryans                                                        Sq. Ft.
 14.7     Ryans                                                        Sq. Ft.
 14.8     Ryans                                                        Sq. Ft.
 14.9     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.10     Ryans                                                        Sq. Ft.
14.11     Ryans                                                        Sq. Ft.
14.12     Ryans                                                        Sq. Ft.
14.13     Ryans                                                        Sq. Ft.
14.14     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.15     Old Country Buffet                                           Sq. Ft.
14.16     Ryans                                                        Sq. Ft.
14.17     Ryans                                                        Sq. Ft.
14.18     Ryans                                                        Sq. Ft.
14.19     Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.20     Ryans                                                        Sq. Ft.
14.21     Ryans                                                        Sq. Ft.
14.22     Ryans                                                        Sq. Ft.
14.23     Ryans                                                        Sq. Ft.
14.24     Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.25     Ryans                                                        Sq. Ft.
14.26     Fire Mountain                                                Sq. Ft.
14.27     Ryans                                                        Sq. Ft.
14.28     Fire Mountain                                                Sq. Ft.
14.29     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.30     Fire Mountain                                                Sq. Ft.
14.31     Ryans                                                        Sq. Ft.
14.32     Ryans                                                        Sq. Ft.
14.33     Fire Mountain                                                Sq. Ft.
14.34     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.35     Fire Mountain                                                Sq. Ft.
14.36     Ryans                                                        Sq. Ft.
14.37     Fire Mountain                                                Sq. Ft.
14.38     Ryans                                                        Sq. Ft.
14.39     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.40     Ryans                                                        Sq. Ft.
14.41     Ryans                                                        Sq. Ft.
14.42     Fire Mountain                                                Sq. Ft.
14.43     Ryans                                                        Sq. Ft.
14.44     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.45     Ryans                                                        Sq. Ft.
14.46     Ryans                                                        Sq. Ft.
14.47     Fire Mountain                                                Sq. Ft.
14.48     Ryans                                                        Sq. Ft.
14.49     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.50     Ryans                                                        Sq. Ft.
14.51     Fire Mountain                                                Sq. Ft.
14.52     Fire Mountain                                                Sq. Ft.
14.53     Ryans                                                        Sq. Ft.
14.54     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.55     Ryans                                                        Sq. Ft.
14.56     Ryans                                                        Sq. Ft.
14.57     Ryans                                                        Sq. Ft.
14.58     Ryans                                                        Sq. Ft.
14.59     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.60     Ryans                                                        Sq. Ft.
14.61     Fire Mountain                                                Sq. Ft.
14.62     Fire Mountain                                                Sq. Ft.
14.63     Ryans                                                        Sq. Ft.
14.64     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.65     Fire Mountain                                                Sq. Ft.
14.66     Ryans                                                        Sq. Ft.
14.67     Ryans                                                        Sq. Ft.
14.68     Fire Mountain                                                Sq. Ft.
14.69     Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.70     Ryans                                                        Sq. Ft.
14.71     Ryans                                                        Sq. Ft.
14.72     Ryans                                                        Sq. Ft.
14.73     Fire Mountain                                                Sq. Ft.
14.74     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.75     Ryans                                                        Sq. Ft.
14.76     Ryans                                                        Sq. Ft.
14.77     Ryans                                                        Sq. Ft.
14.78     Ryans                                                        Sq. Ft.
14.79     Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.80     Ryans                                                        Sq. Ft.
14.81     Fire Mountain                                                Sq. Ft.
14.82     Fire Mountain                                                Sq. Ft.
14.83     Ryans                                                        Sq. Ft.
14.84     Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.85     Ryans                                                        Sq. Ft.
14.86     Ryans                                                        Sq. Ft.
14.87     Ryans                                                        Sq. Ft.
14.88     Ryans                                                        Sq. Ft.
14.89     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.90     Ryans                                                        Sq. Ft.
14.91     Ryans                                                        Sq. Ft.
14.92     Fire Mountain                                                Sq. Ft.
14.93     Ryans                                                        Sq. Ft.
14.94     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.95     Ryans                                                        Sq. Ft.
14.96     Fire Mountain                                                Sq. Ft.
14.97     Ryans                                                        Sq. Ft.
14.98     Fire Mountain                                                Sq. Ft.
14.99     Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                        Sq. Ft.
14.101    Ryans                                                        Sq. Ft.
14.102    Ryans                                                        Sq. Ft.
14.103    Ryans                                                        Sq. Ft.
14.104    Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                Sq. Ft.
14.106    Fire Mountain                                                Sq. Ft.
14.107    Ryans                                                        Sq. Ft.
14.108    Ryans                                                        Sq. Ft.
14.109    Fire Mountain                                                Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                        Sq. Ft.
14.111    Ryans                                                        Sq. Ft.
14.112    Ryans                                                        Sq. Ft.
14.113    Ryans                                                        Sq. Ft.
14.114    Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                        Sq. Ft.
14.116    Ryans                                                        Sq. Ft.
14.117    Ryans                                                        Sq. Ft.
14.118    Home Town Buffet                                             Sq. Ft.
14.119    Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                Sq. Ft.
14.121    Fire Mountain                                                Sq. Ft.
14.122    Home Town Buffet                                             Sq. Ft.
14.123    Ryans                                                        Sq. Ft.
14.124    Ryans                                                        Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                             Sq. Ft.
14.126    Home Town Buffet                                             Sq. Ft.
14.127    Ryans                                                        Sq. Ft.
14.128    Old Country Buffet                                           Sq. Ft.
14.129    Old Country Buffet                                           Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                        Sq. Ft.
  15      Empirian Chesapeake                                           Units      168,449.20          L(24),D(93),O(4)
          Carlson Hotel Portfolio                                       Rooms       62,821.83               Various
  16      Carlson Bloomington and Philadelphia                          Rooms       63,909.77          L(24),D(92),O(4)
 16.1     Country Inn & Suites Mall of America                          Rooms
          --------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                              Rooms
  17      Carlson Radisson Lord Baltimore                               Rooms       61,503.42        L(12),YM1%(23),O(25)
  18      Golf Mill Shopping Center                                    Sq. Ft.          60.39          L(25),D(93),O(2)
  19      300 7th Street                                               Sq. Ft.         355.62          L(24),D(92),O(4)
  20      Bawabeh VII - Banco Popular                                  Sq. Ft.       1,001.11          L(24),D(92),O(4)
          --------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                   Sq. Ft.         265.96          L(24),D(92),O(4)
  22      Westin Portland                                               Rooms      195,121.95          L(24),D(90),O(7)
  23      Shoppes at Dadeland                                          Sq. Ft.         371.58          L(24),D(93),O(3)
  24      Montego Bay Apartments                                        Units       90,476.19          L(25),D(91),O(4)
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts               Pads       25,670.90          L(26),D(30),O(4)
          --------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                              Pads
 25.2     Indian Creek Resort                                            Pads
 25.3     Wagon Wheel Resort                                             Pads
  26      Longford Medical Center                                      Sq. Ft.         273.96          L(24),D(92),O(4)
  27      Hampton Inn Manhattan                                         Rooms      250,000.00          L(26),D(91),O(3)
          --------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                            Sq. Ft.         184.22          L(25),D(92),O(3)
  29      North Bronx Portfolio                                         Units       65,420.56          L(24),D(92),O(4)
 29.1     3018 Heath Avenue                                             Units
 29.2     2770-80 Kingsbridge Terrace                                   Units
 29.3     1576 Taylor Avenue                                            Units
          --------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                          Units
 29.5     2500 University Avenue                                        Units
 29.6     2505 Aqueduct Avenue                                          Units
 29.7     2785 Sedgwick Avenue                                          Units
 29.8     3215 Holland Avenue                                           Units
          --------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                           Units
29.10     2264 Grand Avenue                                             Units
  30      Links at Madison County                                       Units       56,250.00          L(26),D(91),O(3)
  31      Fort Collins Marriott Portfolio                               Rooms       71,428.57          L(26),D(10),O(24)
 31.1     Fort Collins Marriott                                         Rooms
          --------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                    Rooms
 31.3     Courtyard Fort Collins                                        Rooms
  32      Regions Center                                               Sq. Ft.          57.71          L(27),D(89),O(4)
  33      Casual Male HQ                                               Sq. Ft.          41.91          L(34),D(82),O(4)
  34      Heron Cay MHP                                                  Pads       51,381.91          L(24),D(91),O(5)
          --------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                        Units       56,910.57          L(25),D(92),O(3)
  36      C&S Grocers, Inc. Building                                   Sq. Ft.          36.54       L(26),DorYM1%(102),O(4)
  37      Links at Stillwater                                           Units       56,046.75          L(27),D(90),O(3)
  38      Skylark Pointe                                                Units       80,952.38          L(24),D(92),O(4)
  39      Villa Lucia Apartments                                        Units       99,264.71          L(26),D(90),O(4)
          --------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                           Sq. Ft.         167.56         L(24),YM1%(93),O(4)
  41      The Park at Spanish Ridge                                    Sq. Ft.         227.73         L(24),YM1%(92),O(4)
 41.1     8912 Spanish Ridge Avenue                                    Sq. Ft.
 41.2     8918 Spanish Ridge Avenue                                    Sq. Ft.
  42      Greens on Blossom Way                                         Units       67,708.33          L(26),D(91),O(3)
          --------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                              Units      329,113.92          L(26),D(91),O(3)
  44      Morningstar Apartments                                        Units      130,769.23          L(29),D(87),O(4)
  45      CityPlace II                                                 Sq. Ft.          85.61        L(23),YM1%(12),O(25)
  46      Hotel Lucia                                                   Rooms      196,850.39          L(24),D(90),O(7)
          Annunziata Multifamily Portfolio                              Units      224,545.45          L(24),D(93),O(4)
          --------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                      Units      268,181.82          L(24),D(93),O(4)
 47.1     3 West 87th Street                                            Units
 47.2     141 West 72nd Street                                          Units
 47.3     113 West 70th Street                                          Units
 47.4     254 West 71st Street                                          Units
          --------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                          Units
  48      Annunziata Portfolio I                                        Units      195,588.24          L(24),D(93),O(4)
 48.1     406 East 64th Street                                          Units
 48.2     304 East 89th Street                                          Units
  49      Annunziata Portfolio II                                       Units      157,142.86          L(24),D(93),O(4)
          --------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                         Units
 49.2     462 West 51st Street                                          Units
  50      Wellington Place                                              Units       65,642.46         L(24),YM1%(32),O(4)
  51      Hotel Max                                                     Rooms      137,423.31          L(24),D(90),O(7)
  52      University Commons - Bloomington                              Units       88,358.84          L(25),D(91),O(4)
          --------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                   Sq. Ft.          52.24      YM1%(24),DorYM1%(89),O(7)
  54      Physicians Medical Center of Baton Rouge                     Sq. Ft.         269.22          L(25),D(91),O(4)
  55      Minnesota Office Building                                    Sq. Ft.          60.54         L(61),YM1%(56),O(3)
  56      Home Interiors & Gifts                                       Sq. Ft.          28.84          L(26),D(102),O(4)
  57      Cambridge at Southern                                         Units       80,649.12          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                   Units       67,307.69          L(24),D(33),O(3)
  59      Sabre Office Centre                                          Sq. Ft.         172.64          L(27),D(90),O(3)
  60      Colony Woods                                                  Units       45,967.74         L(23),YM1%(93),O(4)
  61      Mission Hills Shopping Center                                Sq. Ft.         197.47          L(25),D(93),O(2)
  62      University Commons - Urbana                                   Units       65,773.81          L(25),D(91),O(4)
          --------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                            Sq. Ft.         136.79          L(24),D(92),O(4)
  64      Lake Laurie and Lake George Resorts                            Pads       16,598.78          L(26),D(15),O(19)
 64.1     Lake Laurie Resort                                             Pads
 64.2     Lake George Resort                                             Pads
  65      Hawthorn Suites San Antonio Riverwalk                         Rooms      109,395.97          L(27),D(30),O(3)
          --------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                  Units       96,726.19          L(26),D(91),O(3)
  67      University Commons - Eugene                                   Units       64,080.60          L(25),D(91),O(4)
  68      Atlantic Crossings                                           Sq. Ft.          93.16          L(27),D(90),O(3)
  69      17320 Gale Avenue                                            Sq. Ft.         204.97          L(26),D(90),O(4)
  70      Towne South Center                                           Sq. Ft.          95.20          L(25),D(92),O(3)
          --------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                              Units       58,960.64          L(34),D(82),O(4)
  72      Embarcadero Club Apartments                                   Units       36,237.62          L(26),D(91),O(3)
  73      Embarcadero Business Park                                    Sq. Ft.          91.96          L(24),D(93),O(3)
  74      Arcadia Park Apartments                                       Units       47,222.22        L(12),YM1%(23),O(25)
  75      Casa de Luna                                                  Units       97,058.82          L(25),D(93),O(2)
          --------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                   Units      224,137.93          L(24),D(32),O(4)
 76.1     208-210 East Seventh Street                                   Units
 76.2     114-116 East First Street                                     Units
  77      Vero Palm MHP                                                  Pads       43,245.61          L(24),D(91),O(5)
  78      500 Victory Road                                             Sq. Ft.          76.94          L(24),D(92),O(4)
          --------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                            Sq. Ft.         198.36          L(25),D(90),O(5)
  80      Safety Storage portfolio                                      Units        4,771.53          L(24),D(94),O(2)
 80.1     Martin City                                                   Units
 80.2     Pleasant Valley                                               Units
 80.3     Independence South                                            Units
          --------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                  Units
 80.5     Olathe                                                        Units
  81      Country Inn & Suites Calabasas                                Rooms       94,262.30          L(24),D(94),O(2)
  82      Rio Verde MHC-IPG                                              Pads       39,997.88          L(26),D(31),O(3)
  83      Valencia Medical Building                                    Sq. Ft.         256.01          L(24),D(94),O(2)
          --------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                         Sq. Ft.         113.69          L(27),D(90),O(3)
  85      Stonebridge Medical Center                                   Sq. Ft.         186.69          L(25),D(91),O(4)
  86      290 Madison Avenue                                           Sq. Ft.         288.52          L(24),D(11),O(25)
  87      Marrietta Plaza                                              Sq. Ft.          50.86          L(24),D(32),O(4)
  88      Designer Outlet Center                                       Sq. Ft.         149.59          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                         Units       32,403.93          L(27),D(90),O(3)
  90      266 Washington Avenue                                         Units       88,495.58         L(24),2%(11),O(25)
  91      Hampton Inn Salt Lake City                                    Rooms       63,291.14          L(24),D(92),O(4)
  92      Summit Park Apartments                                        Units       36,630.04          L(28),D(89),O(3)
  93      Capistrano Self Storage                                      Sq. Ft.         109.59          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                              Units       73,484.85         L(35),YM1%(81),O(4)
  95      Shoppes at Savannah                                          Sq. Ft.          73.51          L(26),D(91),O(3)
  96      Mesa Gardens                                                  Units       77,419.35          L(27),D(89),O(4)
  97      Raymour & Flanigan Paramus                                   Sq. Ft.         154.19        L(24),YM1%(92), O(4)
  98      Office Max Plaza - Scottsdale                                Sq. Ft.         142.47          L(24),D(92),O(4)
          --------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                        Sq. Ft.          93.09          L(24),D(93),O(3)
 100      Lake Lucerne Towers                                           Units       57,961.78        L(25),YM1%(71),O(25)
 101      Vestin Corporate Center                                      Sq. Ft.         222.28           YM1%(116),O(4)
 102      Gwinnett Medical Office                                      Sq. Ft.         202.46          L(26),D(91),O(3)
 103      Marks Portfolio                                              Sq. Ft.         285.87          L(25),D(91),O(4)
          --------------------------------------------------------------------------------------------------------------------
103.1     213 West 23rd Street                                         Sq. Ft.
103.2     122 East 25th Street                                         Sq. Ft.
103.3     22 Warren Street                                             Sq. Ft.
 104      5 Enterprise Drive                                           Sq. Ft.          94.05          L(24),D(92),O(4)
 105      Bay Court Plaza                                              Sq. Ft.          46.44          L(24),D(94),O(2)
          --------------------------------------------------------------------------------------------------------------------
 106      Self Storage Plus-Timonium                                   Sq. Ft.         128.03          L(26),D(90),O(4)
 107      Warner Palms Apartments                                       Units       87,755.10          L(24),D(92),O(4)
 108      Marsh Store 01                                               Sq. Ft.         100.57          L(24),D(93),O(3)
 109      Lock Up Portfolio                                            Sq. Ft.          47.94          L(25),D(92),O(3)
109.1     Lock Up - Wheeling                                           Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
109.2     Lock Up - Palatine                                           Sq. Ft.
109.3     Lock Up - Bolingbrook                                        Sq. Ft.
 110      Garden Grove Shopping Center                                 Sq. Ft.         213.05          L(25),D(31),O(4)
 111      Gold Coast Business Center                                   Sq. Ft.          73.92          L(25),D(74),O(7)
 112      Marsh Store 03                                               Sq. Ft.         138.57          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
 113      41-29 46th Street                                             Units       78,125.00          L(24),D(92),O(4)
 114      East Wintonbury Apartments                                    Units       67,567.57         L(23),YM1%(94),O(3)
 115      Hawthorne Suites - Champaign, IL                              Rooms       37,878.79          L(24),D(93),O(3)
 116      River Crossing                                                Units       75,000.00         L(24),YM1%(89),O(7)
 117      Park Avenue Villas                                            Units       59,504.13          L(24),D(34),O(2)
          --------------------------------------------------------------------------------------------------------------------
 118      Radisson Dallas North                                         Rooms       23,648.65        L(12),YM1%(23),O(25)
 119      Mission Self Storage                                         Sq. Ft.          79.12          L(24),D(93),O(3)
 120      Sweetwater & Sugar Lakes                                     Sq. Ft.         145.41          L(28),D(89),O(3)
120.1     Sweetwater                                                   Sq. Ft.
120.2     Sugar Lakes                                                  Sq. Ft.
          --------------------------------------------------------------------------------------------------------------------
 121      Rocklin Park Hotel                                            Rooms       96,268.66          L(24),D(94),O(2)
 122      Pines at Lanier                                               Units       40,764.33          L(24),D(92),O(4)
 123      Fairways Apartments                                           Units       61,538.46         L(23),YM1%(94),O(3)
 124      Marsh Store 101                                              Sq. Ft.         135.33          L(24),D(93),O(3)
 125      5151 Tyler Lakes Boulevard                                   Sq. Ft.          58.88          L(24),D(92),O(4)
------------------------------------------------------------------------------------------------------------------------------
 126      4400 Pacific Boulevard                                       Sq. Ft.          25.20          L(24),D(92),O(4)
 127      1 North Central Avenue                                       Sq. Ft.         423.91          L(24),D(93),O(4)
 128      Fairfield Inn Manhattan KS                                    Rooms       62,159.81          L(25),D(93),O(2)
 129      Marina Lakes Office Building                                 Sq. Ft.         121.14          L(28),D(89),O(3)
 130      Murray Hill Office Center                                    Sq. Ft.         115.87           YM1%(107),O(13)
          --------------------------------------------------------------------------------------------------------------------
 131      Westland Square Shopping Center                              Sq. Ft.          81.86          L(27),D(90),O(3)
 132      Bloomington Self Storage                                     Sq. Ft.          64.32          L(27),D(90),O(3)
 133      Signature Place                                              Sq. Ft.          52.89          L(24),D(92),O(4)
 134      Planters Run Apartments                                       Units       73,611.11          L(24),D(94),O(2)
 135      Westchase Plaza                                              Sq. Ft.          78.90         L(24),YM1%(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
 136      Lake Shore and Willow Club Estates                             Pads       18,070.18          L(24),D(35),O(1)
136.1     Lake Shore                                                     Pads
136.2     Willow Club Estates                                            Pads
 137      Community Self-Storage                                       Sq. Ft.          52.53          L(26),D(91),O(3)
 138      Parliament Bend                                               Units       21,982.76          L(25),D(92),O(3)
          --------------------------------------------------------------------------------------------------------------------
 139      Sunset Heights and Timberline MHPs                             Pads       24,443.24          L(27),D(90),O(3)
139.1     Sunset Heights                                                 Pads
139.2     Timberline                                                     Pads
 140      Country Inn & Suites - Asheville                              Rooms       67,302.32          L(27),D(91),O(2)
 141      River View Plaza                                             Sq. Ft.         127.85          L(26),D(91),O(3)
          --------------------------------------------------------------------------------------------------------------------
 142      Strand Capital Partners XI                                   Sq. Ft.         356.62          L(24),D(92),O(4)
 143      Crystal Pointe                                               Sq. Ft.          58.59          L(24),D(94),O(2)
 144      Holiday Inn Express-Lexington SC                              Rooms       60,810.81          L(24),D(92),O(4)
 145      Linkside Apartments                                           Units       75,000.00          L(24),D(94),O(2)
 146      Town Center- Sugarland                                       Sq. Ft.         213.27          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
 147      Euclid Medical Center                                        Sq. Ft.         143.10          L(25),D(92),O(3)
 148      29 Barstow Road                                              Sq. Ft.         191.93          L(24),D(92),O(4)
 149      York Green                                                   Sq. Ft.          80.47          L(26),D(91),O(3)
 150      777 Sunrise Highway                                          Sq. Ft.         180.71          L(25),D(92),O(3)
 151      Storage One Durango                                          Sq. Ft.          57.86          L(27),D(90),O(3)
          --------------------------------------------------------------------------------------------------------------------
 152      Securlock Self Storage                                       Sq. Ft.          70.75          L(28),D(89),O(3)
 153      Noah's Ark Self Storage Hwy 281                              Sq. Ft.          63.25          L(25),D(92),O(3)
 154      Walgreen's at Traverse City                                  Sq. Ft.         268.56          L(24),D(94),O(2)
 155      Terrace View Apartments                                       Units       45,176.47          L(28),D(89),O(3)
 156      Apache MHC                                                     Pads       27,575.14          L(27),D(90),O(3)
          --------------------------------------------------------------------------------------------------------------------
 157      Commercial Vehicles Group Building                           Sq. Ft.          63.13          L(25),D(93),O(2)
 158      Eagle Ridge Apartments                                        Units       23,902.03          L(31),D(86),O(3)
 159      Indianola: North American & Parkside                           Pads       22,402.60          L(27),D(90),O(3)
159.1     North American                                                 Pads
159.2     Parkside                                                       Pads
          --------------------------------------------------------------------------------------------------------------------
 160      156-33 Cross Bay Boulevard                                   Sq. Ft.         237.04          L(24),D(93),O(3)
 161      27754 Novi Road                                              Sq. Ft.         176.83          L(24),D(92),O(4)
 162      PETsMART Store                                               Sq. Ft.         114.64         L(24),YM1%(56),O(4)
 163      San Pedro Plaza                                              Sq. Ft.         387.01          L(24),D(93),O(3)
 164      Hollywood Mini Storage                                       Sq. Ft.          25.94          L(24),D(92),O(4)
          --------------------------------------------------------------------------------------------------------------------
 165      Summerfield MHC                                                Pads       12,019.23          L(25),D(92),O(3)
 166      Contempo MHC                                                   Pads       11,363.64          L(24),D(93),O(3)
 167      Walgreens Milsboro                                           Sq. Ft.         202.08          L(24),D(94),O(2)
 168      A-1 Secure Storage                                           Sq. Ft.          38.52          L(26),D(90),O(4)
 169      Lee Plaza                                                    Sq. Ft.          99.11          L(24),D(93),O(3)
          --------------------------------------------------------------------------------------------------------------------
 170      Econo Lodge Benns Church                                      Rooms       26,388.89          L(24),D(94),O(2)
 171      Commercial Menaul                                            Sq. Ft.          43.60          L(25),D(92),O(3)
 172      Pine Haven Mobile Home Park                                    Pads       21,891.89          L(24),D(56),O(4)
 173      3391 Berlin Turnpike                                         Sq. Ft.         336.93         L(26),YM1%(90),O(4)


                                                                           FOURTH         FOURTH MOST       THIRD         THIRD MOST
                                                                         MOST RECENT      RECENT NOI     MOST RECENT      RECENT NOI
  ID                            PROPERTY NAME                                NOI             DATE            NOI             DATE
------------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                                                  $52,840,954    12/31/2004
   2      Four Allen Center
   3      EZ Storage Portfolio                                             $18,774,450    12/31/2003        18,875,990    12/31/2004
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs                                                                         1,210,546    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                                                               1,560,284    12/31/2004
   6      2 West 46th Street                                                                                 3,001,004    10/31/2004
          --------------------------------------------------------------------------------------------------------------------------
   7      First City Tower
   8      Victoria Ward Industrial, Gateway & Village                        5,651,546    12/31/2003         5,634,452    12/31/2004
   9      Sierra Vista Mall                                                  4,480,655    12/31/2003         4,644,587    12/31/2004
  10      Morgan Resort Portfolio
 10.1     Buena Vista Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                                                     4,222,814    12/31/2004
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          --------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                                                      3,797,062    12/31/2004
 13.1     Water's Edge                                                                                       1,998,804    12/31/2004
 13.2     Southern Pointe                                                                                    1,798,258    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          -------------------------------------------------------------  -----------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          --------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake
          Carlson Hotel Portfolio                                                                            7,918,656    12/31/2004
  16      Carlson Bloomington and Philadelphia                                                               4,776,247    12/31/2004
 16.1     Country Inn & Suites Mall of America                                                               3,099,015    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                                                   1,677,232    12/31/2004
  17      Carlson Radisson Lord Baltimore                                                                    3,142,409    12/31/2004
  18      Golf Mill Shopping Center                                          4,973,803    12/31/2003         4,090,129    12/31/2004
  19      300 7th Street                                                     2,563,112    12/31/2003         2,617,901    12/31/2004
  20      Bawabeh VII - Banco Popular
          --------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                                                         2,435,800    12/31/2004
  22      Westin Portland                                                                                    3,845,137    12/31/2004
  23      Shoppes at Dadeland                                                                                2,764,649    12/31/2004
  24      Montego Bay Apartments                                                                             2,360,541    12/31/2004
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts
          --------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center
  27      Hampton Inn Manhattan                                                                              2,839,977    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio                                                                    3,414,781    12/31/2004
 31.1     Fort Collins Marriott                                                                              1,712,350    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                                                         1,078,297    12/31/2004
 31.3     Courtyard Fort Collins                                                                               624,134    12/31/2004
  32      Regions Center                                                     3,011,011    12/31/2003         3,023,797    12/31/2004
  33      Casual Male HQ
  34      Heron Cay MHP                                                                                      2,143,000    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater
  38      Skylark Pointe                                                                                     1,922,489    12/31/2004
  39      Villa Lucia Apartments
          --------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                                                 2,784,380    12/31/2004
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way
          --------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                   2,600,157    12/31/2003         2,812,270    12/31/2004
  44      Morningstar Apartments
  45      CityPlace II                                                       3,420,720    12/31/2003         3,490,131    12/31/2004
  46      Hotel Lucia                                                        1,475,176    12/31/2003         2,143,965    12/31/2004
          Annunziata Multifamily Portfolio
          --------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                                             995,442    12/31/2004
 47.1     3 West 87th Street                                                                                   335,390    12/31/2004
 47.2     141 West 72nd Street                                                                                 230,627    12/31/2004
 47.3     113 West 70th Street                                                                                 123,800    12/31/2004
 47.4     254 West 71st Street                                                                                 169,516    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                                                 136,109    12/31/2004
  48      Annunziata Portfolio I                                                                               416,140    12/31/2004
 48.1     406 East 64th Street                                                                                 212,289    12/31/2004
 48.2     304 East 89th Street                                                                                 203,851    12/31/2004
  49      Annunziata Portfolio II                                                                              270,112    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                                                152,354    12/31/2004
 49.2     462 West 51st Street                                                                                 117,758    12/31/2004
  50      Wellington Place                                                                                   1,773,896    12/31/2004
  51      Hotel Max                                                                                          1,825,402    12/31/2004
  52      University Commons - Bloomington                                                                   1,990,292    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge
  55      Minnesota Office Building                                                                          3,493,891    12/31/2004
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          --------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                                          952,372    12/31/2004
  59      Sabre Office Centre                                                                                  387,741    12/31/2004
  60      Colony Woods                                                       1,340,722    12/31/2003         1,386,496    12/31/2004
  61      Mission Hills Shopping Center
  62      University Commons - Urbana                                                                        1,473,581    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                                              1,472,503    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene                                                                        1,014,048    12/31/2004
  68      Atlantic Crossings                                                                                 1,532,942    12/31/2004
  69      17320 Gale Avenue
  70      Towne South Center
          --------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                   1,436,622    12/31/2003         1,269,506    12/31/2004
  72      Embarcadero Club Apartments                                                                        1,381,021    12/31/2004
  73      Embarcadero Business Park                                                                          2,015,922    12/31/2004
  74      Arcadia Park Apartments                                                                              886,833    12/31/2004
  75      Casa de Luna
          --------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                                                        840,883    12/31/2004
  78      500 Victory Road                                                   1,244,475    12/31/2003         1,333,229    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza
  80      Safety Storage portfolio                                                                           1,170,331    12/31/2004
 80.1     Martin City                                                                                          325,198    12/31/2004
 80.2     Pleasant Valley                                                                                      232,674    12/31/2004
 80.3     Independence South                                                                                   256,129    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                                                         188,802    12/31/2004
 80.5     Olathe                                                                                               167,528    12/31/2004
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG                                                                                    609,282    12/31/2004
  83      Valencia Medical Building                                                                            816,780    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                                                 664,783    12/31/2004
  85      Stonebridge Medical Center
  86      290 Madison Avenue                                                   502,572    12/31/2003          -141,108    12/31/2004
  87      Marrietta Plaza                                                    1,039,701    12/31/2003         1,059,661    12/31/2004
  88      Designer Outlet Center                                                                             1,072,357    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                                                787,898    12/31/2004
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City                                                                         1,081,260    12/31/2004
  92      Summit Park Apartments                                                                               923,504    12/31/2004
  93      Capistrano Self Storage                                                                              915,952    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah                                                                                  683,334    12/31/2004
  96      Mesa Gardens                                                                                         880,197    12/31/2004
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                                                        537,250    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                                                842,315    9/30/2004
  100     Lake Lucerne Towers                                                                                  491,403    12/31/2004
  101     Vestin Corporate Center
  102     Gwinnett Medical Office                                                                              815,943    12/31/2004
  103     Marks Portfolio                                                                                      666,410    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                                                 576,378    12/31/2004
 103.2    122 East 25th Street
 103.3    22 Warren Street                                                                                      90,032    12/31/2004
  104     5 Enterprise Drive                                                                                   595,275    12/31/2004
  105     Bay Court Plaza                                                                                      453,572    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                                           681,698    12/31/2004
  107     Warner Palms Apartments                                                                              153,553    12/31/2004
  108     Marsh Store 01
  109     Lock Up Portfolio                                                    742,791    12/31/2003           624,578    12/31/2004
 109.1    Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                                                         523,643    12/31/2004
  111     Gold Coast Business Center                                           308,695    12/31/2003           576,862    12/31/2004
  112     Marsh Store 03
          --------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                                    498,940    12/31/2004
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL                                     954,541    12/31/2003           877,234    12/31/2004
  116     River Crossing                                                                                       431,128    12/31/2004
  117     Park Avenue Villas                                                                                   627,855    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                                                813,975    12/31/2004
  119     Mission Self Storage                                                                                 116,079    12/31/2004
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater
 120.2    Sugar Lakes
          --------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                   428,987    12/31/2003           626,303    12/31/2004
  122     Pines at Lanier                                                                                      581,201    12/31/2004
  123     Fairways Apartments
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard                                                                           137,500    12/31/2004
------------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                                               581,065    12/31/2004
  127     1 North Central Avenue                                               480,000    12/31/2003           480,000    12/31/2004
  128     Fairfield Inn Manhattan KS                                                                           716,004    12/31/2004
  129     Marina Lakes Office Building                                                                         504,163    12/31/2004
  130     Murray Hill Office Center                                                                            183,211    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                      583,163    12/31/2003           694,371    12/31/2004
  132     Bloomington Self Storage
  133     Signature Place                                                                                      445,850    12/31/2004
  134     Planters Run Apartments
  135     Westchase Plaza                                                                                      611,228    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                                                   197,939    12/31/2004
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                                               124,282    12/31/2004
  138     Parliament Bend                                                                                      474,217    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                                                   395,120    12/31/2004
 139.1    Sunset Heights                                                                                       197,979    12/31/2004
 139.2    Timberline                                                                                           197,140    12/31/2004
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                                                     315,468    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI
  143     Crystal Pointe
  144     Holiday Inn Express-Lexington SC                                                                     293,359    12/31/2004
  145     Linkside Apartments
  146     Town Center- Sugarland
          --------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center
  148     29 Barstow Road                                                                                      338,398    12/31/2004
  149     York Green                                                                                           771,054    12/31/2004
  150     777 Sunrise Highway
  151     Storage One Durango                                                                                  -39,961    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                                               321,736    12/31/2004
  153     Noah's Ark Self Storage Hwy 281                                                                       39,686    12/31/2004
  154     Walgreen's at Traverse City
  155     Terrace View Apartments                                                                              261,509    12/31/2004
  156     Apache MHC                                                                                           268,748    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                                                               526,696    12/31/2004
  159     Indianola: North American & Parkside                                                                 326,542    12/31/2004
 159.1    North American                                                                                       204,860    12/31/2004
 159.2    Parkside                                                                                             121,682    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store                                                       362,016    12/31/2003           369,256    12/31/2004
  163     San Pedro Plaza
  164     Hollywood Mini Storage                                               295,112    12/31/2003           278,182    12/31/2004
          --------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                                       78,655    12/31/2004
  166     Contempo MHC                                                                                         331,265    12/31/2004
  167     Walgreens Milsboro
  168     A-1 Secure Storage                                                                                   297,815    12/31/2004
  169     Lee Plaza                                                            247,317     2/1/2003            268,954     2/1/2004
          --------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                             258,121    12/31/2003           324,531    12/31/2004
  171     Commercial Menaul
  172     Pine Haven Mobile Home Park                                                                          118,591    12/31/2004
  173     3391 Berlin Turnpike


                                                                            SECOND             SECOND MOST
                                                                         MOST RECENT           RECENT NOI         MOST RECENT
  ID                            PROPERTY NAME                                NOI                  DATE                NOI
-------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                  $60,224,673         12/31/2005           $59,371,431
   2      Four Allen Center
   3      EZ Storage Portfolio                                              19,053,905         12/31/2005            18,314,154
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ---------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ---------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ---------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ---------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ---------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ---------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ---------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ---------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ---------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ---------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                                                                         9,883,294
  4.1     Embassy Suites Frisco                                                                                       3,245,544
  4.2     Embassy Suites Hampton                                                                                      1,830,038
  4.3     Embassy Suites Hot Springs                                         2,554,547         12/31/2005             3,240,614
          ---------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                      310,230         12/31/2005               881,849
  4.5     Courtyard by Marriott Junction City                                  403,623         12/31/2005               685,249
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                               2,679,647         12/31/2005             4,302,549
   6      2 West 46th Street                                                 2,925,390         10/31/2005
          ---------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                   9,530,760         12/31/2005             8,536,559
   8      Victoria Ward Industrial, Gateway & Village                        6,088,756         12/31/2005             6,266,150
   9      Sierra Vista Mall                                                  4,720,339         12/31/2005             4,573,666
  10      Morgan Resort Portfolio                                                                                     6,431,318
 10.1     Buena Vista Resort                                                                                            655,431
          ---------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                    810,061         12/31/2005             1,127,070
 10.3     Crystal Lake Resort                                                  564,958         12/31/2005               855,328
 10.4     Yogi Jellystone Resort OH                                                                                     694,970
 10.5     Grand Lakes Resort                                                   238,775         12/31/2005               529,116
 10.6     Mountain Pines Resort                                                393,102         12/31/2005               622,658
          ---------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                                                            207,683
 10.8     Three Lakes Resort                                                   330,774         12/31/2005               458,190
 10.9     Blueberry Hill Resort FL                                                                                      356,410
 10.10    Blueberry Resort NJ                                                                                           338,525
 10.11    Coldbrook Resort                                                                                              317,271
          ---------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                            140,935         12/31/2005               268,667
  11      Scottsdale 101                                                     6,136,565         12/31/2005             6,933,291
  12      JPIM Self Storage Portfolio                                                                                 3,919,055
 12.1     Waipahu
 12.2     San Francisco
          ---------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ---------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ---------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                      4,258,139         12/31/2005             4,104,329
 13.1     Water's Edge                                                       2,228,503         12/31/2005             2,160,382
 13.2     Southern Pointe                                                    2,029,636         12/31/2005             1,943,947
          ---------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ---------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ---------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ---------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ---------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ---------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ---------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ---------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ---------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                3,814,030         12/31/2005             4,835,758
          Carlson Hotel Portfolio                                           11,563,636         12/31/2005            10,339,926
  16      Carlson Bloomington and Philadelphia                               7,734,280         12/31/2005             5,753,324
 16.1     Country Inn & Suites Mall of America                               3,447,154         12/31/2005             3,417,179
          ---------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                   4,287,126         12/31/2005             2,336,145
  17      Carlson Radisson Lord Baltimore                                    3,829,356         12/31/2005             4,586,602
  18      Golf Mill Shopping Center                                          4,061,473         12/31/2005             3,788,968
  19      300 7th Street                                                     2,711,675         12/31/2005             2,439,840
  20      Bawabeh VII - Banco Popular
          ---------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                         2,646,500         12/31/2005             3,243,456
  22      Westin Portland                                                    4,312,602         12/31/2005             4,420,550
  23      Shoppes at Dadeland                                                3,005,930         12/31/2005             3,300,018
  24      Montego Bay Apartments                                             2,695,381         12/31/2005             2,636,598
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                                                            3,803,048
          ---------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                                                           1,863,842
 25.2     Indian Creek Resort                                                                                         1,323,949
 25.3     Wagon Wheel Resort                                                                                            615,257
  26      Longford Medical Center
  27      Hampton Inn Manhattan                                              3,575,823         12/31/2005             3,829,585
          ---------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ---------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ---------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County                                              122,908         12/31/2005             1,548,344
  31      Fort Collins Marriott Portfolio                                    3,761,331         12/31/2005             4,360,488
 31.1     Fort Collins Marriott                                              1,732,259         12/31/2005             2,244,607
          ---------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                         1,115,846         12/31/2005             1,178,643
 31.3     Courtyard Fort Collins                                               913,226         12/31/2005               937,238
  32      Regions Center                                                     3,033,591         12/31/2005             3,645,824
  33      Casual Male HQ
  34      Heron Cay MHP                                                      2,192,390         12/31/2005             2,296,408
          ---------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                                                        497,914
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater                                                  -15,668         12/31/2005               865,931
  38      Skylark Pointe                                                     2,025,720         12/31/2005             1,960,257
  39      Villa Lucia Apartments                                                                                        592,639
          ---------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                 3,056,326         12/31/2005             3,083,325
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                 69,986         12/31/2005             1,108,782
          ---------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                   2,816,695         12/31/2005             1,359,528
  44      Morningstar Apartments                                                                                      1,074,398
  45      CityPlace II                                                       2,381,095         12/31/2005             1,655,003
  46      Hotel Lucia                                                        2,693,322         12/31/2005             2,875,390
          Annunziata Multifamily Portfolio
          ---------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                           1,060,913         12/31/2005             1,194,307
 47.1     3 West 87th Street                                                   368,557         12/31/2005               387,314
 47.2     141 West 72nd Street                                                 253,164         12/31/2005               299,734
 47.3     113 West 70th Street                                                 137,205         12/31/2005               193,579
 47.4     254 West 71st Street                                                 166,692         12/31/2005               170,104
          ---------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                 135,295         12/31/2005               143,576
  48      Annunziata Portfolio I                                               481,783         12/31/2005               544,536
 48.1     406 East 64th Street                                                 264,839         12/31/2005               316,667
 48.2     304 East 89th Street                                                 216,944         12/31/2005               227,869
  49      Annunziata Portfolio II                                              265,284         12/31/2005               269,833
          ---------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                148,071         12/31/2005               145,205
 49.2     462 West 51st Street                                                 117,213         12/31/2005               124,628
  50      Wellington Place                                                   2,195,448         12/31/2005             2,253,560
  51      Hotel Max                                                          1,799,513         12/31/2005             3,014,854
  52      University Commons - Bloomington                                   1,988,712         12/31/2005             2,072,145
          ---------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                             348,897         12/31/2005               767,972
  55      Minnesota Office Building                                          3,303,295         12/31/2005             3,427,777
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          ---------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                        1,256,827         12/31/2005             1,447,377
  59      Sabre Office Centre                                                 -372,121         12/31/2005              -212,245
  60      Colony Woods                                                       1,320,526         12/31/2005             1,332,804
  61      Mission Hills Shopping Center
  62      University Commons - Urbana                                        1,334,961         12/31/2005             1,367,829
          ---------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts                                                                         1,707,052
 64.1     Lake Laurie Resort                                                                                          1,294,826
 64.2     Lake George Resort                                                                                            412,226
  65      Hawthorn Suites San Antonio Riverwalk                              1,729,721         12/31/2005             1,875,883
          ---------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene                                        1,010,947         12/31/2005             1,317,239
  68      Atlantic Crossings                                                 1,576,023         12/31/2005             1,577,893
  69      17320 Gale Avenue
  70      Towne South Center                                                   586,699         12/31/2005             1,375,811
          ---------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                   1,014,331       Ann. 10/31/2005            411,554
  72      Embarcadero Club Apartments                                        1,444,525         12/31/2005             1,396,061
  73      Embarcadero Business Park                                          1,832,277         12/31/2005             1,770,455
  74      Arcadia Park Apartments                                            1,006,278         12/31/2005               995,402
  75      Casa de Luna
          ---------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                          793,588         12/31/2005               788,037
 76.1     208-210 East Seventh Street                                          439,828         12/31/2005               405,735
 76.2     114-116 East First Street                                            353,760         12/31/2005               382,302
  77      Vero Palm MHP                                                        907,501         12/31/2005               926,988
  78      500 Victory Road                                                   1,806,089         12/31/2005             2,050,002
          ---------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                                                             576,992
  80      Safety Storage portfolio                                           1,165,541         12/31/2005             1,203,539
 80.1     Martin City                                                          299,174         12/31/2005               331,902
 80.2     Pleasant Valley                                                      244,008         12/31/2005               259,155
 80.3     Independence South                                                   266,908         12/31/2005               270,356
          ---------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                         182,839         12/31/2005               180,918
 80.5     Olathe                                                               172,612         12/31/2005               161,208
  81      Country Inn & Suites Calabasas                                     1,400,675         12/31/2005             1,613,059
  82      Rio Verde MHC-IPG                                                    789,962         12/31/2005               832,032
  83      Valencia Medical Building                                            805,184         12/31/2005               546,660
          ---------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                 653,383         12/31/2005               763,968
  85      Stonebridge Medical Center
  86      290 Madison Avenue                                                   693,253         12/31/2005               688,119
  87      Marrietta Plaza                                                    1,073,502         12/31/2005             1,210,690
  88      Designer Outlet Center                                             1,188,049         12/31/2005               785,765
          ---------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                813,256         12/31/2005               920,144
  90      266 Washington Avenue                                                                                         424,272
  91      Hampton Inn Salt Lake City                                         1,291,965         12/31/2005             1,559,146
  92      Summit Park Apartments                                               748,006         12/31/2005               746,947
  93      Capistrano Self Storage                                              933,282         12/31/2005               986,254
          ---------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                                              653,253
  95      Shoppes at Savannah                                                  936,926         12/31/2005               895,806
  96      Mesa Gardens                                                         936,239         12/31/2005             1,356,135
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                        690,748         12/31/2005               836,388
          ---------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                811,573          9/30/2005               855,523
  100     Lake Lucerne Towers                                                  543,197         12/31/2005               690,294
  101     Vestin Corporate Center                                              871,204         12/31/2005               906,047
  102     Gwinnett Medical Office                                              843,769         12/31/2005               860,028
  103     Marks Portfolio                                                      833,775         12/31/2005               862,599
          ---------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                 643,622         12/31/2005               652,897
 103.2    122 East 25th Street                                                  96,000   Ann. 11 Mos 12/31/2005         112,000
 103.3    22 Warren Street                                                      94,153         12/31/2005                97,702
  104     5 Enterprise Drive                                                   589,573         12/31/2005               592,653
  105     Bay Court Plaza                                                      477,622         12/31/2005               538,560
          ---------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                           746,991         12/31/2005               766,640
  107     Warner Palms Apartments                                              651,987         12/31/2005               747,497
  108     Marsh Store 01
  109     Lock Up Portfolio                                                    462,771         12/31/2005               676,203
 109.1    Lock Up - Wheeling
          ---------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                         701,126         12/31/2005               703,406
  111     Gold Coast Business Center                                           734,156         12/31/2005               719,384
  112     Marsh Store 03
          ---------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                    504,597         12/31/2005               586,760
  114     East Wintonbury Apartments                                           640,551         12/31/2005               609,686
  115     Hawthorne Suites - Champaign, IL                                   1,477,081         12/31/2005             1,491,158
  116     River Crossing                                                       396,087         12/31/2005               452,625
  117     Park Avenue Villas                                                   549,123         12/31/2005               589,638
          ---------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                              1,180,683         12/31/2005             1,368,260
  119     Mission Self Storage                                                 372,244         12/31/2005               658,401
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater
 120.2    Sugar Lakes
          ---------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                   649,391         12/31/2005               814,256
  122     Pines at Lanier                                                      598,577         12/31/2005               603,430
  123     Fairways Apartments                                                  491,872         12/31/2005               594,257
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard                                           550,000         12/31/2005               550,000
-------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                               640,939         12/31/2005               701,196
  127     1 North Central Avenue                                               480,000         12/31/2005
  128     Fairfield Inn Manhattan KS                                           790,221         12/31/2005               878,757
  129     Marina Lakes Office Building                                         476,212         12/31/2005               423,041
  130     Murray Hill Office Center                                            277,893         12/31/2005               323,728
          ---------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                      672,430         12/31/2005               501,748
  132     Bloomington Self Storage                                             239,145         12/31/2005               410,397
  133     Signature Place                                                      447,740         12/31/2005               514,551
  134     Planters Run Apartments                                              338,988         12/31/2005               558,829
  135     Westchase Plaza                                                      709,673         12/31/2005               703,659
          ---------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                   197,218         12/31/2005               228,025
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                               270,163         12/31/2005               371,959
  138     Parliament Bend                                                      409,682         12/31/2005               416,024
          ---------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                   516,734         12/31/2005               486,274
 139.1    Sunset Heights                                                       242,914         12/31/2005               218,147
 139.2    Timberline                                                           273,820         12/31/2005               268,127
  140     Country Inn & Suites - Asheville                                     666,164         12/31/2005               756,038
  141     River View Plaza                                                     447,153         12/31/2005               481,106
          ---------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                         1,225,453         12/31/2005             1,317,171
  143     Crystal Pointe                                                                                                553,887
  144     Holiday Inn Express-Lexington SC                                     470,864         12/31/2005               580,784
  145     Linkside Apartments                                                                                           455,100
  146     Town Center- Sugarland
          ---------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                395,939         12/31/2004               415,357
  148     29 Barstow Road                                                      348,080         12/31/2005               349,138
  149     York Green                                                           682,019         12/31/2005               691,304
  150     777 Sunrise Highway                                                  392,042         12/31/2005               373,580
  151     Storage One Durango                                                  288,800         12/31/2005               376,036
          ---------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                               346,342         12/31/2005               358,680
  153     Noah's Ark Self Storage Hwy 281                                      210,076         12/31/2005               291,317
  154     Walgreen's at Traverse City
  155     Terrace View Apartments                                              269,426         12/31/2005               365,784
  156     Apache MHC                                                           300,699         12/31/2005               326,961
          ---------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                               530,761         12/31/2005               485,452
  159     Indianola: North American & Parkside                                 309,953         12/31/2005               295,227
 159.1    North American                                                       198,463         12/31/2005               195,112
 159.2    Parkside                                                             111,490         12/31/2005               100,115
          ---------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store                                                       372,876         12/31/2005               372,876
  163     San Pedro Plaza
  164     Hollywood Mini Storage                                               277,384         12/31/2005               306,979
          ---------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                      126,767         12/31/2005               165,088
  166     Contempo MHC                                                         368,006         12/31/2005               374,747
  167     Walgreens Milsboro
  168     A-1 Secure Storage                                                   278,602         12/31/2005               219,127
  169     Lee Plaza                                                            280,223          2/1/2005                266,784
          ---------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                             274,035         12/31/2005               366,072
  171     Commercial Menaul                                                     84,285         12/31/2005               135,930
  172     Pine Haven Mobile Home Park                                          135,271         12/31/2005               135,466
  173     3391 Berlin Turnpike


                                                                           MOST RECENT
                                                                               NOI           UNDERWRITTEN      UNDERWRITTEN
  ID                               PROPERTY NAME                               DATE               NOI            REVENUE
----------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                 T-12 8/31/2006       $65,918,997      $120,404,621
   2      Four Allen Center                                                                     18,545,067        35,149,176
   3      EZ Storage Portfolio                                            T-12 7/31/2006        23,186,004        34,810,891
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                               8/31/2006           15,171,289        52,535,295
  4.1     Embassy Suites Frisco                                             8/31/2006            5,748,532        22,930,803
  4.2     Embassy Suites Hampton                                            8/31/2006            3,672,771        11,997,858
  4.3     Embassy Suites Hot Springs                                        8/31/2006            3,582,394        10,497,242
          ------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                   8/31/2006            1,214,452         3,042,114
  4.5     Courtyard by Marriott Junction City                               8/31/2006              953,140         4,067,279
          Manhattan Office Portfolio                                                             8,385,958        11,757,155
   5      369 Lexington Avenue                                           Ann. 10/31/2006         5,200,123         6,884,693
   6      2 West 46th Street                                                                     3,185,835         4,872,462
          ------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                  8/31/2006           14,684,657        31,624,653
   8      Victoria Ward Industrial, Gateway & Village                     T-12 6/30/2006         6,614,978        10,605,368
   9      Sierra Vista Mall                                              Ann. 10/31/2006         5,202,039         5,708,664
  10      Morgan Resort Portfolio                                           6/30/2006            7,435,360        12,725,354
 10.1     Buena Vista Resort                                                6/30/2006            1,271,935         1,852,000
          ------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                 6/30/2006            1,093,467         1,607,202
 10.3     Crystal Lake Resort                                               6/30/2006              811,437         1,397,079
 10.4     Yogi Jellystone Resort OH                                         6/30/2006              801,802         1,432,080
 10.5     Grand Lakes Resort                                                6/30/2006              652,260         1,151,077
 10.6     Mountain Pines Resort                                             6/30/2006              595,124         1,086,561
          ------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                6/30/2006              450,989           728,000
 10.8     Three Lakes Resort                                                6/30/2006              429,901           795,694
 10.9     Blueberry Hill Resort FL                                          6/30/2006              335,353           822,041
 10.10    Blueberry Resort NJ                                               6/30/2006              347,760           614,534
 10.11    Coldbrook Resort                                                  6/30/2006              332,676           586,872
          ------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                         6/30/2006              312,657           652,213
  11      Scottsdale 101                                                  T-12 7/31/2006         7,665,300         8,650,837
  12      JPIM Self Storage Portfolio                                       6/30/2006            8,532,076        15,004,023
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                   T-12 8/31/2006         4,474,953         7,769,442
 13.1     Water's Edge                                                    T-12 8/31/2006         2,345,373         4,096,248
 13.2     Southern Pointe                                                 T-12 8/31/2006         2,129,580         3,673,194
          ------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                             26,201,440        26,201,440
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                            T-12 10/31/2006         4,495,645         5,290,608
          Carlson Hotel Portfolio                                           9/30/2006           10,080,189        40,157,280
  16      Carlson Bloomington and Philadelphia                              9/30/2006            5,378,292        21,954,869
 16.1     Country Inn & Suites Mall of America                              9/30/2006            3,350,299         8,208,429
          ------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                  9/30/2006            2,027,993        13,746,440
  17      Carlson Radisson Lord Baltimore                                   9/30/2006            4,701,897        18,202,411
  18      Golf Mill Shopping Center                                       Ann. 7/31/2006         5,083,880        12,490,669
  19      300 7th Street                                                  Ann. 9/30/2006         3,687,093         4,647,087
  20      Bawabeh VII - Banco Popular                                                            3,239,616         3,356,618
          ------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                     Ann. 10/26/2006         3,083,317         3,254,814
  22      Westin Portland                                                 T-12 9/30/2006         4,451,425        10,276,844
  23      Shoppes at Dadeland                                               7/31/2006            3,202,531         3,385,924
  24      Montego Bay Apartments                                          T-12 8/31/2006         2,731,723         4,028,829
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                  8/31/2006            3,487,146         5,066,725
          ------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                 8/31/2006            1,506,283         2,118,950
 25.2     Indian Creek Resort                                               8/31/2006            1,383,023         2,045,700
 25.3     Wagon Wheel Resort                                                8/31/2006              597,840           902,075
  26      Longford Medical Center                                                                2,462,744         2,480,582
  27      Hampton Inn Manhattan                                             7/31/2006            3,803,305     8281007
          ------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                                      2,627,946         2,715,823
  29      North Bronx Portfolio                                                                  2,493,932         4,701,163
 29.1     3018 Heath Avenue                                                                        342,750           702,756
 29.2     2770-80 Kingsbridge Terrace                                                              329,412           622,458
 29.3     1576 Taylor Avenue                                                                       258,312           581,472
          ------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                                     271,273           479,134
 29.5     2500 University Avenue                                                                   263,334           509,667
 29.6     2505 Aqueduct Avenue                                                                     244,854           488,823
 29.7     2785 Sedgwick Avenue                                                                     223,247           439,362
 29.8     3215 Holland Avenue                                                                      196,502           419,439
          ------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                                      192,051           228,338
 29.10    2264 Grand Avenue                                                                        172,197           229,714
  30      Links at Madison County                                           8/31/2006            2,846,065         4,090,944
  31      Fort Collins Marriott Portfolio                                   8/31/2006            4,275,929        15,977,544
 31.1     Fort Collins Marriott                                             8/31/2006            2,161,061         9,531,136
          ------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                        8/31/2006            1,173,732         3,416,561
 31.3     Courtyard Fort Collins                                            8/31/2006              941,136         3,029,847
  32      Regions Center                                                  Ann. 6/30/2006         3,645,600         7,458,516
  33      Casual Male HQ                                                                         4,308,107         5,011,128
  34      Heron Cay MHP                                                   Ann. 9/30/2006         2,175,662         2,544,028
          ------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                            9/30/2006            2,648,214         3,618,481
  36      C&S Grocers, Inc. Building                                                             2,537,811         2,754,000
  37      Links at Stillwater                                               8/31/2006            2,535,617         3,508,596
  38      Skylark Pointe                                                  T-12 9/30/2006         2,012,278         3,210,642
  39      Villa Lucia Apartments                                          Ann. 9/30/2006         1,610,253         2,428,125
          ------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                              T-12 7/31/2006         3,088,358         3,451,973
  41      The Park at Spanish Ridge                                                              2,236,665         2,211,840
 41.1     8912 Spanish Ridge Avenue                                                              1,236,273         1,218,648
 41.2     8918 Spanish Ridge Avenue                                                              1,000,392           993,192
  42      Greens on Blossom Way                                             8/31/2006            2,332,177         2,927,267
          ------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                Ann. 5/31/2006         2,473,986         3,385,054
  44      Morningstar Apartments                                          Ann. 5/31/2006         2,232,460         2,706,621
  45      CityPlace II                                                    T-12 9/30/2006         2,150,922         5,294,262
  46      Hotel Lucia                                                     T-12 9/30/2006         2,870,751         5,276,869
          Annunziata Multifamily Portfolio                                                       1,920,956         2,050,130
          ------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                       T-12 10/31/2006         1,140,351         1,194,089
 47.1     3 West 87th Street                                             T-12 10/31/2006           370,851           468,332
 47.2     141 West 72nd Street                                           T-12 10/31/2006           286,027           103,325
 47.3     113 West 70th Street                                           T-12 10/31/2006           185,157           242,866
 47.4     254 West 71st Street                                           T-12 10/31/2006           160,800           207,207
          ------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                           T-12 10/31/2006           137,517           172,359
  48      Annunziata Portfolio I                                         T-12 10/31/2006           520,551           508,601
 48.1     406 East 64th Street                                           T-12 10/31/2006           303,113           211,863
 48.2     304 East 89th Street                                           T-12 10/31/2006           217,437           296,738
  49      Annunziata Portfolio II                                        T-12 10/31/2006           260,054           347,440
          ------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                          T-12 10/31/2006           140,461           188,588
 49.2     462 West 51st Street                                           T-12 10/31/2006           119,593           158,852
  50      Wellington Place                                                T-12 9/30/2006         1,744,564         2,953,350
  51      Hotel Max                                                       T-12 9/30/2006         3,014,854         5,883,914
  52      University Commons - Bloomington                                T-12 6/30/2006         2,276,426         3,662,286
          ------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                                             1,734,327         2,680,769
  54      Physicians Medical Center of Baton Rouge                        Ann. 6/30/2006         1,585,833         1,585,833
  55      Minnesota Office Building                                         7/31/2006            3,188,948         3,608,258
  56      Home Interiors & Gifts                                                                 2,014,613         2,307,690
  57      Cambridge at Southern                                                                  1,862,622         3,123,809
          ------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                       8/31/2006            1,448,014         2,210,375
  59      Sabre Office Centre                                               4/30/2006            1,715,829         1,743,457
  60      Colony Woods                                                    T-12 3/31/2006         1,462,824         2,276,086
  61      Mission Hills Shopping Center                                                          1,429,641         1,558,534
  62      University Commons - Urbana                                     T-12 6/30/2006         1,596,537         3,046,374
          ------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                                      1,220,129         1,268,666
  64      Lake Laurie and Lake George Resorts                               8/31/2006            1,600,784         2,484,860
 64.1     Lake Laurie Resort                                                8/31/2006            1,211,714         1,821,310
 64.2     Lake George Resort                                                8/31/2006              389,070           663,550
  65      Hawthorn Suites San Antonio Riverwalk                             4/30/2006            1,964,776         4,552,568
          ------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                           1,566,351         2,537,640
  67      University Commons - Eugene                                     T-12 6/30/2006         1,449,145         2,553,571
  68      Atlantic Crossings                                                5/31/2006            1,533,106         1,673,480
  69      17320 Gale Avenue                                                                      1,471,827         1,887,590
  70      Towne South Center                                                8/31/2006            1,453,406         2,050,378
          ------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                               Ann. 10/31/2006         1,291,199         2,558,773
  72      Embarcadero Club Apartments                                       8/31/2006            1,567,974         2,717,081
  73      Embarcadero Business Park                                         7/31/2006            1,488,690         3,165,309
  74      Arcadia Park Apartments                                         T-12 8/31/2006         1,095,863         1,817,879
  75      Casa de Luna                                                                           1,159,117         1,635,300
          ------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                     T-12 9/30/2006           842,045         1,049,146
 76.1     208-210 East Seventh Street                                     T-12 9/30/2006           471,729           594,217
 76.2     114-116 East First Street                                       T-12 9/30/2006           370,316           454,929
  77      Vero Palm MHP                                                   Ann. 9/30/2006           875,898         1,081,233
  78      500 Victory Road                                                T-12 8/31/2006         1,215,720         2,758,551
          ------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                               Ann. 6/30/2006         1,240,689         2,310,122
  80      Safety Storage portfolio                                          9/30/2006            1,154,228         2,387,380
 80.1     Martin City                                                       9/30/2006              314,397           572,497
 80.2     Pleasant Valley                                                   9/30/2006              252,556           476,593
 80.3     Independence South                                                9/30/2006              253,818           651,679
          ------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                      9/30/2006              172,376           343,135
 80.5     Olathe                                                            9/30/2006              161,081           343,476
  81      Country Inn & Suites Calabasas                                    7/31/2006            1,391,377         3,828,298
  82      Rio Verde MHC-IPG                                                 5/31/2006            1,061,274         1,521,559
  83      Valencia Medical Building                                         7/31/2006            1,094,877         1,683,544
          ------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                              3/31/2006            1,147,263         2,048,174
  85      Stonebridge Medical Center                                                             1,170,845         1,820,834
  86      290 Madison Avenue                                              T-12 4/30/2006           742,834         1,358,259
  87      Marrietta Plaza                                                   8/31/2006              998,095         1,613,909
  88      Designer Outlet Center                                            6/30/2006            1,011,816         1,440,809
          ------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                             6/30/2006            1,030,906         1,830,912
  90      266 Washington Avenue                                          T-12 10/15/2006           440,953         1,002,740
  91      Hampton Inn Salt Lake City                                      T-12 9/30/2006         1,535,911         3,886,578
  92      Summit Park Apartments                                            5/31/2006              966,720         1,757,360
  93      Capistrano Self Storage                                           8/31/2006              926,328         1,342,609
          ------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                T-12 9/30/2006           865,668         1,682,784
  95      Shoppes at Savannah                                                7/1/2006            1,062,045         1,239,739
  96      Mesa Gardens                                                    Ann. 4/30/2006           830,337         1,344,562
  97      Raymour & Flanigan Paramus                                                             1,219,542         2,586,350
  98      Office Max Plaza - Scottsdale                                   Ann. 9/30/2006           830,921           810,101
          ------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                          Ann. 10/31/2006           827,980         1,380,741
  100     Lake Lucerne Towers                                             T-12 9/30/2006           583,477         1,523,497
  101     Vestin Corporate Center                                         Ann. 7/31/2006           873,308           869,647
  102     Gwinnett Medical Office                                           5/31/2006              842,778         1,156,433
  103     Marks Portfolio                                                  Ann. Various            828,025           755,572
          ------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                            Ann. 9/14/2006           627,620           539,282
 103.2    122 East 25th Street                                            Ann. 9/4/2006            110,142           111,818
 103.3    22 Warren Street                                                Ann. 9/14/2006            90,262           104,472
  104     5 Enterprise Drive                                             Ann. 10/31/2006           623,342           694,000
  105     Bay Court Plaza                                                   9/30/2006              806,167         1,138,580
          ------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                        4/30/2006              794,626         1,081,718
  107     Warner Palms Apartments                                        Ann. 10/31/2006           722,806         1,094,780
  108     Marsh Store 01                                                                           822,065           865,332
  109     Lock Up Portfolio                                               T-12 9/30/2006           693,832         1,412,070
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                    Ann. 9/18/2006           641,438           678,730
  111     Gold Coast Business Center                                      Ann. 6/30/2006           904,825         1,813,577
  112     Marsh Store 03                                                                           758,587           798,513
          ------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                               T-12 9/30/2006           611,226         1,130,579
  114     East Wintonbury Apartments                                        10/31/2006             689,815         1,396,085
  115     Hawthorne Suites - Champaign, IL                                T-12 9/30/2006         1,300,773         5,081,285
  116     River Crossing                                                  T-12 7/31/2006           512,461           928,585
  117     Park Avenue Villas                                                9/30/2006              611,873           938,392
          ------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                             9/30/2006            1,268,039         7,402,101
  119     Mission Self Storage                                              8/31/2006              669,039         1,182,048
  120     Sweetwater & Sugar Lakes                                                                 647,708           939,595
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                9/30/2006              750,677         2,027,181
  122     Pines at Lanier                                                 T-12 9/30/2006           606,926           899,947
  123     Fairways Apartments                                               9/30/2006              570,290         1,211,520
  124     Marsh Store 101                                                                          644,339           678,252
  125     5151 Tyler Lakes Boulevard                                      Ann. 9/30/2006           561,067           563,066
----------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                          Ann. 5/31/2006           650,033           864,224
  127     1 North Central Avenue                                                                   530,401           543,881
  128     Fairfield Inn Manhattan KS                                        8/31/2006              860,537         2,211,156
  129     Marina Lakes Office Building                                      3/31/2006              537,796           903,160
  130     Murray Hill Office Center                                         6/30/2006              580,887           952,704
          ------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                 Ann. 7/31/2006           612,180           919,249
  132     Bloomington Self Storage                                          7/31/2006              517,093           720,834
  133     Signature Place                                                 Ann. 9/30/2006           599,542         1,017,000
  134     Planters Run Apartments                                           10/31/2006             481,424           740,061
  135     Westchase Plaza                                                   5/31/2006              660,032           687,201
          ------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                7/31/2006              481,363           723,330
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                            7/31/2006              404,191           670,128
  138     Parliament Bend                                                 T-12 7/31/2006           469,792         1,186,108
          ------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                5/31/2006              482,646           701,111
 139.1    Sunset Heights                                                    5/31/2006              234,482           353,111
 139.2    Timberline                                                        5/31/2006              248,164           348,000
  140     Country Inn & Suites - Asheville                                  7/31/2006              657,943         1,810,934
  141     River View Plaza                                                   4/1/2006              485,407           463,636
          ------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                      Ann. 9/30/2006           960,988           325,673
  143     Crystal Pointe                                                    8/31/2006              533,911         1,020,083
  144     Holiday Inn Express-Lexington SC                                  9/30/2006              570,171         1,498,990
  145     Linkside Apartments                                               10/31/2006             406,210           584,680
  146     Town Center- Sugarland                                                                   412,297           413,757
          ------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                             12/31/2005             459,192           650,036
  148     29 Barstow Road                                                Ann. 10/31/2006           348,240           647,815
  149     York Green                                                        8/31/2006              617,193         1,120,711
  150     777 Sunrise Highway                                               7/31/2006              396,024           612,555
  151     Storage One Durango                                               7/31/2006              401,073           624,881
          ------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                            4/30/2006              389,615           565,949
  153     Noah's Ark Self Storage Hwy 281                                   7/31/2006              325,672           541,788
  154     Walgreen's at Traverse City                                                              352,800           360,000
  155     Terrace View Apartments                                           6/30/2006              394,413           658,640
  156     Apache MHC                                                        5/31/2006              349,082           489,044
          ------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                                       391,376           500,181
  158     Eagle Ridge Apartments                                            8/31/2006              437,259           666,126
  159     Indianola: North American & Parkside                              5/31/2006              282,245           444,084
 159.1    North American                                                    5/31/2006              196,407           296,736
 159.2    Parkside                                                          5/31/2006               85,838           147,348
          ------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                                               243,770           250,020
  161     27754 Novi Road                                                                          286,537           310,946
  162     PETsMART Store                                                  Ann. 8/31/2006           358,111           490,625
  163     San Pedro Plaza                                                                          247,525           250,019
  164     Hollywood Mini Storage                                          T-12 9/30/2006           286,246           515,538
          ------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                   9/30/2006              244,011           436,301
  166     Contempo MHC                                                      8/31/2006              342,582           716,169
  167     Walgreens Milsboro                                                                       206,997           211,200
  168     A-1 Secure Storage                                                6/30/2006              233,445           375,995
  169     Lee Plaza                                                       Ann. 7/31/2006           245,732           373,250
          ------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                          9/30/2006              365,189           945,117
  171     Commercial Menaul                                                 6/30/2006              190,095           222,005
  172     Pine Haven Mobile Home Park                                       9/30/2006              129,961           288,480
  173     3391 Berlin Turnpike                                                                     135,139           187,306


                                                                             UNDERWRITTEN     UNDERWRITTEN     UNDERWRITTEN
  ID                               PROPERTY NAME                                  EGI           EXPENSES         RESERVES
----------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                     $115,016,535      $49,097,538         $471,480
   2      Four Allen Center                                                     34,446,192       15,901,126          316,679
   3      EZ Storage Portfolio                                                  35,440,443       12,254,439          369,905
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                                   52,535,295       37,364,006        2,101,412
  4.1     Embassy Suites Frisco                                                 22,930,803       17,182,271          917,232
  4.2     Embassy Suites Hampton                                                11,997,858        8,325,087          479,914
  4.3     Embassy Suites Hot Springs                                            10,497,242        6,914,847          419,890
          ------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                        3,042,114        1,827,662          121,685
  4.5     Courtyard by Marriott Junction City                                    4,067,279        3,114,138          162,691
          Manhattan Office Portfolio                                            13,461,860        5,075,902           53,162
   5      369 Lexington Avenue                                                   7,803,533        2,603,411           30,077
   6      2 West 46th Street                                                     5,658,326        2,472,491           23,084
          ------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                      31,624,653       16,939,996          333,328
   8      Victoria Ward Industrial, Gateway & Village                           10,370,242        3,755,265           52,171
   9      Sierra Vista Mall                                                      9,102,780        3,900,741           82,752
  10      Morgan Resort Portfolio                                               12,725,354        5,289,993          243,618
 10.1     Buena Vista Resort                                                     1,852,000          580,065           33,900
          ------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                      1,607,202          513,735           20,900
 10.3     Crystal Lake Resort                                                    1,397,079          585,642           20,900
 10.4     Yogi Jellystone Resort OH                                              1,432,080          630,279           21,250
 10.5     Grand Lakes Resort                                                     1,151,077          498,817           21,268
 10.6     Mountain Pines Resort                                                  1,086,561          491,437           44,250
          ------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                       728,000          277,011           15,000
 10.8     Three Lakes Resort                                                       795,694          365,793           15,500
 10.9     Blueberry Hill Resort FL                                                 822,041          486,688           20,300
 10.10    Blueberry Resort NJ                                                      614,534          266,774            8,800
 10.11    Coldbrook Resort                                                         586,872          254,196           13,350
          ------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                                652,213          339,557            8,200
  11      Scottsdale 101                                                        10,612,786        2,947,486           97,714
  12      JPIM Self Storage Portfolio                                           13,462,343        4,930,267          128,613
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                          8,310,344        3,835,391
 13.1     Water's Edge                                                           4,401,481        2,056,108
 13.2     Southern Pointe                                                        3,908,863        1,779,283
          ------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                             26,201,440
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                    6,026,624        1,530,979           74,800
          Carlson Hotel Portfolio                                               40,157,280       30,077,090        1,606,291
  16      Carlson Bloomington and Philadelphia                                  21,954,869       16,576,576          878,195
 16.1     Country Inn & Suites Mall of America                                   8,208,429        4,858,130          328,337
          ------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                      13,746,440       11,718,446          549,858
  17      Carlson Radisson Lord Baltimore                                       18,202,411       13,500,514          728,096
  18      Golf Mill Shopping Center                                             11,284,521        6,200,641          172,204
  19      300 7th Street                                                         5,324,593        1,637,500           35,853
  20      Bawabeh VII - Banco Popular                                            3,900,063          660,447            8,321
          ------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                             3,390,715          307,397           30,080
  22      Westin Portland                                                       10,276,844        5,825,419          411,074
  23      Shoppes at Dadeland                                                    4,745,924        1,543,393           15,743
  24      Montego Bay Apartments                                                 4,348,829        1,617,106          105,000
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                       4,813,389        1,326,243           70,800
          ------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                      2,013,003          506,720           25,500
 25.2     Indian Creek Resort                                                    1,943,415          560,392           31,150
 25.3     Wagon Wheel Resort                                                       856,971          259,131           14,150
  26      Longford Medical Center                                                3,577,289        1,114,545           26,427
  27      Hampton Inn Manhattan                                                  8,328,077        4,524,772          328,959
          ------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                      3,351,823          723,877           28,662
  29      North Bronx Portfolio                                                  4,977,048        2,483,116          137,930
 29.1     3018 Heath Avenue                                                        702,756          360,006           21,750
 29.2     2770-80 Kingsbridge Terrace                                              653,261          323,849           18,200
 29.3     1576 Taylor Avenue                                                       581,472          323,160           18,000
          ------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                     522,179          250,906           12,750
 29.5     2500 University Avenue                                                   509,667          246,333           14,500
 29.6     2505 Aqueduct Avenue                                                     490,023          245,169           12,250
 29.7     2785 Sedgwick Avenue                                                     439,362          216,115           12,250
 29.8     3215 Holland Avenue                                                      419,439          222,937           13,000
          ------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                      351,127          159,076            8,140
 29.10    2264 Grand Avenue                                                        307,762          135,565            7,090
  30      Links at Madison County                                                4,309,444        1,463,379          117,600
  31      Fort Collins Marriott Portfolio                                       16,000,504       11,724,576          800,025
 31.1     Fort Collins Marriott                                                  9,554,096        7,393,035          477,705
          ------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                             3,416,561        2,242,830          170,828
 31.3     Courtyard Fort Collins                                                 3,029,847        2,088,711          151,492
  32      Regions Center                                                         6,984,456        3,338,856          133,632
  33      Casual Male HQ                                                         4,760,572          452,465          241,917
  34      Heron Cay MHP                                                          2,811,095          635,433           20,895
          ------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                 3,760,681        1,112,467           98,400
  36      C&S Grocers, Inc. Building                                             2,616,300           78,489           76,500
  37      Links at Stillwater                                                    3,680,096        1,144,479           98,400
  38      Skylark Pointe                                                         3,352,608        1,340,330           84,000
  39      Villa Lucia Apartments                                                 2,557,525          947,272           54,400
          ------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                     3,766,443          678,085           29,684
  41      The Park at Spanish Ridge                                              2,556,820          320,155           16,785
 41.1     8912 Spanish Ridge Avenue                                              1,442,869          206,596           10,736
 41.2     8918 Spanish Ridge Avenue                                              1,113,951          113,559            6,049
  42      Greens on Blossom Way                                                  3,212,267          880,090           76,800
          ------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                       3,800,545        1,326,559           23,700
  44      Morningstar Apartments                                                 2,819,733          587,273           32,175
  45      CityPlace II                                                           6,593,775        4,442,853           43,806
  46      Hotel Lucia                                                            6,316,607        3,445,856          252,664
          Annunziata Multifamily Portfolio                                       2,474,239          553,283           28,443
          ------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                               1,456,198          315,847           14,393
 47.1     3 West 87th Street                                                       468,332           97,482            5,000
 47.2     141 West 72nd Street                                                     365,434           79,407            2,393
 47.3     113 West 70th Street                                                     242,866           57,709            2,500
 47.4     254 West 71st Street                                                     207,207           46,406            2,000
          ------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                     172,359           34,843            2,500
  48      Annunziata Portfolio I                                                   670,601          150,050            8,800
 48.1     406 East 64th Street                                                     373,863           70,750            4,300
 48.2     304 East 89th Street                                                     296,738           79,300            4,500
  49      Annunziata Portfolio II                                                  347,440           87,386            5,250
          ------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                    188,588           48,128            2,750
 49.2     462 West 51st Street                                                     158,852           39,259            2,500
  50      Wellington Place                                                       3,215,641        1,471,076           89,500
  51      Hotel Max                                                              6,548,777        3,533,923          261,951
  52      University Commons - Bloomington                                       3,795,736        1,519,310          104,706
          ------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                             2,245,949          511,621           63,164
  54      Physicians Medical Center of Baton Rouge                               2,185,259          599,426           11,456
  55      Minnesota Office Building                                              5,890,258        2,701,310           66,000
  56      Home Interiors & Gifts                                                 2,076,921           62,308           65,934
  57      Cambridge at Southern                                                  3,228,565        1,365,943           68,400
          ------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                            2,435,375          987,361           70,477
  59      Sabre Office Centre                                                    2,688,457          972,628           19,925
  60      Colony Woods                                                           2,388,086          925,262           92,286
  61      Mission Hills Shopping Center                                          1,780,467          350,827           12,762
  62      University Commons - Urbana                                            3,121,994        1,525,457          102,438
          ------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                      1,617,902          397,773           11,960
  64      Lake Laurie and Lake George Resorts                                    2,347,315          746,531           49,100
 64.1     Lake Laurie Resort                                                     1,729,152          517,438           37,100
 64.2     Lake George Resort                                                       618,163          229,093           12,000
  65      Hawthorn Suites San Antonio Riverwalk                                  4,800,568        2,835,792          189,622
          ------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                           2,573,040        1,006,689           50,400
  67      University Commons - Eugene                                            2,629,248        1,180,103           79,548
  68      Atlantic Crossings                                                     2,073,480          540,373           25,692
  69      17320 Gale Avenue                                                      1,793,210          321,383           11,416
  70      Towne South Center                                                     1,957,571          504,165           69,486
          ------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                       2,606,819        1,315,620           33,500
  72      Embarcadero Club Apartments                                            3,005,581        1,437,606          101,000
  73      Embarcadero Business Park                                              3,267,309        1,778,619           30,448
  74      Arcadia Park Apartments                                                2,017,543          921,680           64,800
  75      Casa de Luna                                                           1,644,715          485,598           20,400
          ------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                            1,164,703          322,658
 76.1     208-210 East Seventh Street                                              636,694          164,965
 76.2     114-116 East First Street                                                528,009          157,693
  77      Vero Palm MHP                                                          1,176,530          300,632            9,975
  78      500 Victory Road                                                       2,877,475        1,661,755           31,192
          ------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                      1,832,660          591,971           13,914
  80      Safety Storage portfolio                                               1,855,030          700,803           57,644
 80.1     Martin City                                                              458,570          144,173           13,928
 80.2     Pleasant Valley                                                          384,515          131,959           12,414
 80.3     Independence South                                                       439,557          185,740           15,983
          ------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                             291,081          118,705            8,168
 80.5     Olathe                                                                   281,307          120,226            7,151
  81      Country Inn & Suites Calabasas                                         3,828,298        2,436,921          153,132
  82      Rio Verde MHC-IPG                                                      1,610,259          548,985           11,480
  83      Valencia Medical Building                                              1,599,367          504,490            8,906
          ------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                   2,248,107        1,100,844           19,814
  85      Stonebridge Medical Center                                             1,632,315          461,469            8,999
  86      290 Madison Avenue                                                     1,521,797          778,963            7,625
  87      Marrietta Plaza                                                        1,533,213          535,118           33,092
  88      Designer Outlet Center                                                 1,727,909          716,093           16,418
          ------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                  2,079,912        1,049,006           80,000
  90      266 Washington Avenue                                                  1,023,260          582,307           28,250
  91      Hampton Inn Salt Lake City                                             3,996,631        2,460,720          160,445
  92      Summit Park Apartments                                                 1,869,860          903,140           68,250
  93      Capistrano Self Storage                                                1,367,609          441,281           12,758
          ------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                       1,712,784          847,115           39,600
  95      Shoppes at Savannah                                                    1,624,438          562,393           19,671
  96      Mesa Gardens                                                           1,359,442          529,104           29,884
  97      Raymour & Flanigan Paramus                                             2,457,033        1,237,941            9,300
  98      Office Max Plaza - Scottsdale                                          1,073,515          242,594            6,514
          ------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                  1,289,794          461,815            9,883
  100     Lake Lucerne Towers                                                    1,561,063          977,586           42,233
  101     Vestin Corporate Center                                                1,144,698          271,390            8,188
  102     Gwinnett Medical Office                                                1,222,433          379,655            8,989
  103     Marks Portfolio                                                        1,055,760          227,735            3,148
          ------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                     782,183          154,564            2,086
 103.2    122 East 25th Street                                                     155,468           45,325              479
 103.3    22 Warren Street                                                         118,109           27,846              583
  104     5 Enterprise Drive                                                       734,000          110,658           13,875
  105     Bay Court Plaza                                                        1,088,869          282,703           28,103
          ------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                             1,127,718          333,092           10,076
  107     Warner Palms Apartments                                                1,115,080          392,274           19,600
  108     Marsh Store 01                                                           822,065                            20,240
  109     Lock Up Portfolio                                                      1,484,043          790,211           24,271
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                             961,051          319,613            7,416
  111     Gold Coast Business Center                                             1,711,678          806,853           10,457
  112     Marsh Store 03                                                           758,587                            13,555
          ------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                      1,160,058          548,832           24,000
  114     East Wintonbury Apartments                                             1,283,070          593,255           27,750
  115     Hawthorne Suites - Champaign, IL                                       5,081,285        3,780,512          203,251
  116     River Crossing                                                           949,536          437,075           24,000
  117     Park Avenue Villas                                                       892,504          280,631           33,246
          ------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                  7,402,101        6,134,063          317,920
  119     Mission Self Storage                                                   1,225,548          556,509           12,797
  120     Sweetwater & Sugar Lakes                                               1,024,847          377,138            9,055
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                     2,143,425        1,392,748           85,737
  122     Pines at Lanier                                                        1,025,769          418,843           39,250
  123     Fairways Apartments                                                    1,096,385          526,094           26,000
  124     Marsh Store 101                                                          644,339                            11,789
  125     5151 Tyler Lakes Boulevard                                               868,954          307,888           10,684
----------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                   910,026          259,992           36,544
  127     1 North Central Avenue                                                   685,698          155,297            2,878
  128     Fairfield Inn Manhattan KS                                             2,211,156        1,350,619           88,446
  129     Marina Lakes Office Building                                           1,020,660          482,864            9,724
  130     Murray Hill Office Center                                                952,704          371,817           19,816
          ------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                          827,324          215,144           14,781
  132     Bloomington Self Storage                                                 819,334          302,241           12,570
  133     Signature Place                                                        1,148,076          548,533           16,183
  134     Planters Run Apartments                                                  703,058          221,634           18,000
  135     Westchase Plaza                                                          885,801          225,769            9,886
          ------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                       737,330          255,967           11,400
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                   694,128          289,937           14,562
  138     Parliament Bend                                                        1,267,424          797,632           58,000
          ------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                       718,711          236,064           10,424
 139.1    Sunset Heights                                                           368,711          134,229            4,695
 139.2    Timberline                                                               350,000          101,836            5,729
  140     Country Inn & Suites - Asheville                                       1,855,039        1,197,096           74,202
  141     River View Plaza                                                         671,136          185,729            5,246
          ------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                             1,343,947          382,958            2,720
  143     Crystal Pointe                                                           945,376          411,465           11,854
  144     Holiday Inn Express-Lexington SC                                       1,498,990          928,819           59,960
  145     Linkside Apartments                                                      555,446          149,236           15,000
  146     Town Center- Sugarland                                                   527,098          114,801            3,165
          ------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                    587,595          128,404            4,922
  148     29 Barstow Road                                                          707,865          359,625            4,481
  149     York Green                                                             1,148,564          531,371           10,666
  150     777 Sunrise Highway                                                      702,555          306,531            5,046
  151     Storage One Durango                                                      673,881          272,808           10,759
          ------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                   603,949          214,334            8,693
  153     Noah's Ark Self Storage Hwy 281                                          563,448          237,776            9,724
  154     Walgreen's at Traverse City                                              360,000            7,200            1,482
  155     Terrace View Apartments                                                  658,640          264,227           23,505
  156     Apache MHC                                                               687,044          337,962            6,414
          ------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                       475,172           83,796            8,910
  158     Eagle Ridge Apartments                                                   756,126          318,868           37,250
  159     Indianola: North American & Parkside                                     510,984          228,739            6,160
 159.1    North American                                                           335,736          139,329            3,760
 159.2    Parkside                                                                 175,248           89,410            2,400
          ------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                               250,020            6,250
  161     27754 Novi Road                                                          295,399            8,862            3,533
  162     PETsMART Store                                                           466,093          107,983            3,926
  163     San Pedro Plaza                                                          300,194           52,669            1,040
  164     Hollywood Mini Storage                                                   581,538          295,292            7,960
          ------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                          531,001          286,990            9,884
  166     Contempo MHC                                                             716,169          373,587            8,800
  167     Walgreens Milsboro                                                       209,088            2,091            1,200
  168     A-1 Secure Storage                                                       400,995          167,550            9,345
  169     Lee Plaza                                                                343,390           97,659            4,036
          ------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                 945,117          579,928           37,805
  171     Commercial Menaul                                                        248,467           58,371           11,000
  172     Pine Haven Mobile Home Park                                              246,910          116,949            3,700
  173     3391 Berlin Turnpike                                                     182,623           47,485              600


                                                                          UNDERWRITTEN     UNDERWRITTEN NET
  ID                               PROPERTY NAME                              TI/LC           CASH FLOW
------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                    $2,138,674          $63,308,844
   2      Four Allen Center                                                                       18,228,388
   3      EZ Storage Portfolio                                                                    22,816,099
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                                                     13,069,877
  4.1     Embassy Suites Frisco                                                                    4,831,300
  4.2     Embassy Suites Hampton                                                                   3,192,857
  4.3     Embassy Suites Hot Springs                                                               3,162,505
          --------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                                          1,092,767
  4.5     Courtyard by Marriott Junction City                                                        790,449
          Manhattan Office Portfolio                                            302,346            8,030,450
   5      369 Lexington Avenue                                                  187,984            4,982,061
   6      2 West 46th Street                                                    114,362            3,048,389
          --------------------------------------------------------------------------------------------------
   7      First City Tower                                                      515,794           13,835,535
   8      Victoria Ward Industrial, Gateway & Village                           250,325            6,312,481
   9      Sierra Vista Mall                                                     240,685            4,878,602
  10      Morgan Resort Portfolio                                                                  7,191,742
 10.1     Buena Vista Resort                                                                       1,238,035
          --------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                                        1,072,567
 10.3     Crystal Lake Resort                                                                        790,537
 10.4     Yogi Jellystone Resort OH                                                                  780,552
 10.5     Grand Lakes Resort                                                                         630,992
 10.6     Mountain Pines Resort                                                                      550,874
          --------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                                         435,989
 10.8     Three Lakes Resort                                                                         414,401
 10.9     Blueberry Hill Resort FL                                                                   315,053
 10.10    Blueberry Resort NJ                                                                        338,960
 10.11    Coldbrook Resort                                                                           319,326
          --------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                                                  304,457
  11      Scottsdale 101                                                        202,570            7,365,016
  12      JPIM Self Storage Portfolio                                                              8,403,463
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          --------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                                            4,474,953
 13.1     Water's Edge                                                                             2,345,373
 13.2     Southern Pointe                                                                          2,129,580
          --------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                               26,201,440
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          --------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          --------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          --------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          --------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          --------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          --------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          --------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          --------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          --------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          --------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          --------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          --------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          --------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          --------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          --------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          --------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          --------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          --------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          --------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          --------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          --------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          --------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          --------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          --------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          --------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          --------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                                      4,420,845
          Carlson Hotel Portfolio                                                                  8,473,899
  16      Carlson Bloomington and Philadelphia                                                     4,500,098
 16.1     Country Inn & Suites Mall of America                                                     3,021,962
          --------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                                         1,478,136
  17      Carlson Radisson Lord Baltimore                                                          3,973,801
  18      Golf Mill Shopping Center                                             386,206            4,525,470
  19      300 7th Street                                                                           3,651,240
  20      Bawabeh VII - Banco Popular                                             3,390            3,227,905
          --------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                             84,302            2,968,935
  22      Westin Portland                                                                          4,040,351
  23      Shoppes at Dadeland                                                    98,852            3,087,936
  24      Montego Bay Apartments                                                                   2,626,723
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                                         3,416,346
          --------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                                        1,480,783
 25.2     Indian Creek Resort                                                                      1,351,873
 25.3     Wagon Wheel Resort                                                                         583,690
  26      Longford Medical Center                                               132,136            2,304,181
  27      Hampton Inn Manhattan                                                                    3,474,346
          --------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                       8,616            2,590,668
  29      North Bronx Portfolio                                                                    2,356,002
 29.1     3018 Heath Avenue                                                                          321,000
 29.2     2770-80 Kingsbridge Terrace                                                                311,212
 29.3     1576 Taylor Avenue                                                                         240,312
          --------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                                       258,523
 29.5     2500 University Avenue                                                                     248,834
 29.6     2505 Aqueduct Avenue                                                                       232,604
 29.7     2785 Sedgwick Avenue                                                                       210,997
 29.8     3215 Holland Avenue                                                                        183,502
          --------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                                        183,911
 29.10    2264 Grand Avenue                                                                          165,107
  30      Links at Madison County                                                                  2,728,465
  31      Fort Collins Marriott Portfolio                                                          3,475,904
 31.1     Fort Collins Marriott                                                                    1,683,356
          --------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                                               1,002,904
 31.3     Courtyard Fort Collins                                                                     789,644
  32      Regions Center                                                        328,494            3,183,474
  33      Casual Male HQ                                                                           4,066,189
  34      Heron Cay MHP                                                                            2,154,767
          --------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                                   2,549,814
  36      C&S Grocers, Inc. Building                                             84,376            2,376,935
  37      Links at Stillwater                                                                      2,437,217
  38      Skylark Pointe                                                                           1,928,278
  39      Villa Lucia Apartments                                                                   1,555,853
          --------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                    186,000            2,872,674
  41      The Park at Spanish Ridge                                             110,173            2,109,707
 41.1     8912 Spanish Ridge Avenue                                              69,345            1,156,192
 41.2     8918 Spanish Ridge Avenue                                              40,828              953,515
  42      Greens on Blossom Way                                                                    2,255,377
          --------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                                         2,450,286
  44      Morningstar Apartments                                                                   2,200,285
  45      CityPlace II                                                          248,233            1,858,883
  46      Hotel Lucia                                                                              2,618,087
          Annunziata Multifamily Portfolio                                                         1,892,513
          --------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                                 1,125,958
 47.1     3 West 87th Street                                                                         365,851
 47.2     141 West 72nd Street                                                                       283,634
 47.3     113 West 70th Street                                                                       182,657
 47.4     254 West 71st Street                                                                       158,800
          --------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                                       135,017
  48      Annunziata Portfolio I                                                                     511,751
 48.1     406 East 64th Street                                                                       298,813
 48.2     304 East 89th Street                                                                       212,937
  49      Annunziata Portfolio II                                                                    254,804
          --------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                                      137,711
 49.2     462 West 51st Street                                                                       117,093
  50      Wellington Place                                                                         1,655,064
  51      Hotel Max                                                                                2,752,903
  52      University Commons - Bloomington                                                         2,171,720
          --------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                             80,008            1,591,156
  54      Physicians Medical Center of Baton Rouge                               75,918            1,498,459
  55      Minnesota Office Building                                             163,989            2,958,959
  56      Home Interiors & Gifts                                                 94,129            1,854,550
  57      Cambridge at Southern                                                                    1,794,222
          --------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                              1,377,537
  59      Sabre Office Centre                                                   143,964            1,551,940
  60      Colony Woods                                                                             1,370,538
  61      Mission Hills Shopping Center                                          30,603            1,386,276
  62      University Commons - Urbana                                                              1,494,099
          --------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                                        1,208,169
  64      Lake Laurie and Lake George Resorts                                                      1,551,684
 64.1     Lake Laurie Resort                                                                       1,174,614
 64.2     Lake George Resort                                                                         377,070
  65      Hawthorn Suites San Antonio Riverwalk                                                    1,775,154
          --------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                             1,515,951
  67      University Commons - Eugene                                                              1,369,597
  68      Atlantic Crossings                                                     16,008            1,491,406
  69      17320 Gale Avenue                                                      51,754            1,408,657
  70      Towne South Center                                                     73,809            1,310,111
          --------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                                         1,257,699
  72      Embarcadero Club Apartments                                                              1,466,974
  73      Embarcadero Business Park                                             129,400            1,328,842
  74      Arcadia Park Apartments                                                                  1,031,063
  75      Casa de Luna                                                                             1,138,717
          --------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                                842,045
 76.1     208-210 East Seventh Street                                                                471,729
 76.2     114-116 East First Street                                                                  370,316
  77      Vero Palm MHP                                                                              865,923
  78      500 Victory Road                                                      155,958            1,028,570
          --------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                      64,674            1,162,101
  80      Safety Storage portfolio                                                                 1,096,585
 80.1     Martin City                                                                                300,470
 80.2     Pleasant Valley                                                                            240,142
 80.3     Independence South                                                                         237,835
          --------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                                               164,209
 80.5     Olathe                                                                                     153,929
  81      Country Inn & Suites Calabasas                                                           1,238,245
  82      Rio Verde MHC-IPG                                                                        1,049,794
  83      Valencia Medical Building                                              57,887            1,028,084
          --------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                  163,295              979,154
  85      Stonebridge Medical Center                                             54,148            1,107,699
  86      290 Madison Avenue                                                     19,450              715,759
  87      Marrietta Plaza                                                        62,256              902,747
  88      Designer Outlet Center                                                 75,000              920,398
          --------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                                      950,906
  90      266 Washington Avenue                                                                      412,703
  91      Hampton Inn Salt Lake City                                                               1,375,466
  92      Summit Park Apartments                                                                     898,470
  93      Capistrano Self Storage                                                                    913,570
          --------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                           826,068
  95      Shoppes at Savannah                                                   113,797              928,577
  96      Mesa Gardens                                                                               800,453
  97      Raymour & Flanigan Paramus                                             50,410            1,159,832
  98      Office Max Plaza - Scottsdale                                          51,405              773,002
          --------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                  42,551              775,546
  100     Lake Lucerne Towers                                                                        541,244
  101     Vestin Corporate Center                                                32,394              832,726
  102     Gwinnett Medical Office                                                58,500              775,289
  103     Marks Portfolio                                                        15,638              809,239
          --------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                   10,432              615,102
 103.2    122 East 25th Street                                                    2,289              107,375
 103.3    22 Warren Street                                                        2,917               86,762
  104     5 Enterprise Drive                                                                         609,467
  105     Bay Court Plaza                                                        52,458              725,606
          --------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                                 784,550
  107     Warner Palms Apartments                                                                    703,206
  108     Marsh Store 01                                                         48,164              753,661
  109     Lock Up Portfolio                                                                          669,561
 109.1    Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                           18,541              615,481
  111     Gold Coast Business Center                                             19,979              874,390
  112     Marsh Store 03                                                         37,840              707,193
          --------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                          587,226
  114     East Wintonbury Apartments                                                                 662,065
  115     Hawthorne Suites - Champaign, IL                                                         1,097,521
  116     River Crossing                                                                             488,461
  117     Park Avenue Villas                                                                         578,627
          --------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                                      950,119
  119     Mission Self Storage                                                                       656,242
  120     Sweetwater & Sugar Lakes                                               40,956              597,697
 120.1    Sweetwater
 120.2    Sugar Lakes
          --------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                                         664,940
  122     Pines at Lanier                                                                            567,676
  123     Fairways Apartments                                                                        544,290
  124     Marsh Store 101                                                        32,516              600,034
  125     5151 Tyler Lakes Boulevard                                             12,602              537,781
------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                 66,544              546,946
  127     1 North Central Avenue                                                  7,200              520,323
  128     Fairfield Inn Manhattan KS                                                                 772,091
  129     Marina Lakes Office Building                                                               528,072
  130     Murray Hill Office Center                                              74,911              486,160
          --------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                        27,654              569,745
  132     Bloomington Self Storage                                                5,237              499,286
  133     Signature Place                                                        85,716              497,643
  134     Planters Run Apartments                                                                    463,424
  135     Westchase Plaza                                                        55,307              594,839
          --------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                                         469,963
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                                     389,630
  138     Parliament Bend                                                                            411,792
          --------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                                         472,222
 139.1    Sunset Heights                                                                             229,787
 139.2    Timberline                                                                                 242,435
  140     Country Inn & Suites - Asheville                                                           583,742
  141     River View Plaza                                                       27,000              453,161
          --------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                             12,261              946,007
  143     Crystal Pointe                                                         39,512              482,545
  144     Holiday Inn Express-Lexington SC                                                           510,212
  145     Linkside Apartments                                                                        391,210
  146     Town Center- Sugarland                                                 18,507              390,625
          --------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                  45,032              409,239
  148     29 Barstow Road                                                        23,770              319,990
  149     York Green                                                            103,000              503,527
  150     777 Sunrise Highway                                                    24,504              366,474
  151     Storage One Durango                                                                        390,314
          --------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                                     380,922
  153     Noah's Ark Self Storage Hwy 281                                                            315,948
  154     Walgreen's at Traverse City                                                                351,318
  155     Terrace View Apartments                                                                    370,908
  156     Apache MHC                                                                                 342,668
          --------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                     26,025              356,440
  158     Eagle Ridge Apartments                                                                     400,009
  159     Indianola: North American & Parkside                                                       276,085
 159.1    North American                                                                             192,647
 159.2    Parkside                                                                                    83,438
          --------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                                                 243,770
  161     27754 Novi Road                                                        13,073              269,930
  162     PETsMART Store                                                         13,074              341,111
  163     San Pedro Plaza                                                         6,121              240,364
  164     Hollywood Mini Storage                                                                     278,286
          --------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                            234,127
  166     Contempo MHC                                                                               333,782
  167     Walgreens Milsboro                                                                         205,797
  168     A-1 Secure Storage                                                                         224,100
  169     Lee Plaza                                                               9,921              231,775
          --------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                                   327,385
  171     Commercial Menaul                                                      12,989              166,106
  172     Pine Haven Mobile Home Park                                                                126,261
  173     3391 Berlin Turnpike                                                    4,640              129,899


  ID                               PROPERTY NAME                                      LARGEST TENANT
------------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                 Macy's
   2      Four Allen Center                                               Chevron U.S.A. Inc.
   3      EZ Storage Portfolio
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          --------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                            Old Bridge Gourmet Deli
   6      2 West 46th Street                                              Dollar Program LLC
          --------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                Vinson & Elkins LLP
   8      Victoria Ward Industrial, Gateway & Village                     Sports Authority
   9      Sierra Vista Mall                                               Sears
  10      Morgan Resort Portfolio
 10.1     Buena Vista Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                  EXPO Design Center
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          --------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio
 13.1     Water's Edge
 13.2     Southern Pointe
          --------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                       Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.1     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.2     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.3     Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.4     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.6     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.7     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.8     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.9     Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.11    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.12    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.13    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.14    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet                                              Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.16    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.17    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.18    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.19    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.21    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.22    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.23    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.24    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.26    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.27    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.28    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.29    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.31    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.32    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.33    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.34    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.36    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.37    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.38    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.39    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.41    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.42    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.43    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.44    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.46    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.47    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.48    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.49    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.51    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.52    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.53    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.54    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.56    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.57    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.58    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.59    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.61    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.62    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.63    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.64    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.66    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.67    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.68    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.69    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.71    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.72    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.73    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.74    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.76    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.77    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.78    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.79    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.81    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.82    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.83    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.84    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.86    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.87    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.88    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.89    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.91    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.92    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.93    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.94    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.96    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.97    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.98    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
 14.99    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.101    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.102    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.103    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.104    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.106    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.107    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.108    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.109    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.111    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.112    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.113    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.114    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.116    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.117    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.118    Home Town Buffet                                                Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.119    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.121    Fire Mountain                                                   Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.122    Home Town Buffet                                                Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.123    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.124    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.126    Home Town Buffet                                                Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.127    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.128    Old Country Buffet                                              Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
14.129    Old Country Buffet                                              Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
          --------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                           Fire Mountain Restaurants, LLC, Hometown Buffet Inc., and
                                                                          OCB Restaurant Company
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          --------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                       JC Penney
  19      300 7th Street                                                  GSA (USDA)
  20      Bawabeh VII - Banco Popular                                     Banco Popular
          --------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                      Family Dollar
  22      Westin Portland
  23      Shoppes at Dadeland                                             Linens N Things
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts
          --------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                         University of Phoenix
  27      Hampton Inn Manhattan
          --------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                               Kohl's
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          --------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                  Regions Bank
  33      Casual Male HQ                                                  Casual Male Retail Group
  34      Heron Cay MHP
          --------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building                                      C&S Wholesale Grocers
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          --------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                              Williams-Sonoma
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue                                       Schadler Kramer Group
 41.2     8918 Spanish Ridge Avenue                                       Pinnacle Entertainment
  42      Greens on Blossom Way
          --------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II                                                    Webster Bank
  46      Hotel Lucia
          Annunziata Multifamily Portfolio
          --------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          --------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          --------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          --------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                      International Truck & Engine
  54      Physicians Medical Center of Baton Rouge                        Greater Baton Rouge Hospital
  55      Minnesota Office Building                                       Sprint Nextel
  56      Home Interiors & Gifts                                          Home Interiors & Gifts
  57      Cambridge at Southern
          --------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                             BSN, Inc
  60      Colony Woods
  61      Mission Hills Shopping Center                                   Sweetbay
  62      University Commons - Urbana
          --------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                               B.J. Wholesale Club, Inc
  64      Lake Laurie and Lake George Resorts
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk
          --------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene
  68      Atlantic Crossings                                              Home Depot
  69      17320 Gale Avenue                                               Superior Nissan
  70      Towne South Center                                              Gander Mountain
          --------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                       County of Alameda-Behavioral
  74      Arcadia Park Apartments
  75      Casa de Luna
          --------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road                                                Thompson & Thompson
          --------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                               Independent Development Company
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          --------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                       Sui & Schweitzer
          --------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                            First Lincoln Mortgage Group
  85      Stonebridge Medical Center                                      KB Home
  86      290 Madison Avenue                                              Career Blazers Learning Center
  87      Marrietta Plaza                                                 Value City
  88      Designer Outlet Center                                          DWR
          --------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          --------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah                                             Beall's Outlet
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus                                      Raymour & Flanigan
  98      Office Max Plaza - Scottsdale                                   Office Max
          --------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                           Giant Foods
  100     Lake Lucerne Towers
  101     Vestin Corporate Center                                         Vestin
  102     Gwinnett Medical Office                                         Suburban Hematology-Oncology
  103     Marks Portfolio
          --------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                            Club Ventures II, LLC dba David Barton Gym
 103.2    122 East 25th Street                                            Essential Therapy, Inc.
 103.3    22 Warren Street                                                Carl Christian & Richard Nuttall dba Nathan Hale's
  104     5 Enterprise Drive                                              Brunswick Fitness Equipment, Inc
  105     Bay Court Plaza                                                 Value City
          --------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01                                                  Marsh Supermarket
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                    King Harbor Seafood
  111     Gold Coast Business Center                                      Kona Coast Office Supply
  112     Marsh Store 03                                                  Marsh Supermarket
          --------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas
          --------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater                                                      Burton Construction Co.
 120.2    Sugar Lakes                                                     Perry Properties
          --------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier
  123     Fairways Apartments
  124     Marsh Store 101                                                 Marsh Supermarket
  125     5151 Tyler Lakes Boulevard                                      Tire Kingdom
------------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                          JD Illusion Cutting Services, Inc.
  127     1 North Central Avenue                                          Duane Reade
  128     Fairfield Inn Manhattan KS
  129     Marina Lakes Office Building                                    MCCI Medical Group
  130     Murray Hill Office Center                                       Cadence Design Systems, Inc
          --------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                 Dollar General Corp.
  132     Bloomington Self Storage
  133     Signature Place                                                 LWPB Architects and Planners, P.C.
  134     Planters Run Apartments
  135     Westchase Plaza                                                 Westside MRI
          --------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          --------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                Radiant Imaging
          --------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                      Margaritaville Restaurant
  143     Crystal Pointe                                                  Adult Depot
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                          National Pacific Dental
          --------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                           Dr. Greany, Ravikumar, Gogia
  148     29 Barstow Road                                                 Reads Venture Co
  149     York Green                                                      Lincoln Financial Group
  150     777 Sunrise Highway                                             Student Marketing Incorporated
  151     Storage One Durango
          --------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281
  154     Walgreen's at Traverse City                                     Walgreens
  155     Terrace View Apartments
  156     Apache MHC
          --------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                              Commercial Vehicles Group, Inc.
  158     Eagle Ridge Apartments
  159     Indianola: North American & Parkside
 159.1    North American
 159.2    Parkside
          --------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                      JP Morgan Chase Bank (Ground Lease)
  161     27754 Novi Road                                                 Lay-Z-Boy
  162     PETsMART Store                                                  PetsMart, Inc.
  163     San Pedro Plaza                                                 Pollo Campero
  164     Hollywood Mini Storage
          --------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC
  167     Walgreens Milsboro                                              Happy Harrys (Walgreens)
  168     A-1 Secure Storage
  169     Lee Plaza                                                       Lee's Sandwiches
          --------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul                                               General Manufacturing
  172     Pine Haven Mobile Home Park
  173     3391 Berlin Turnpike                                            Vitamin Shoppe


                                                                                                  LEASE
  ID                               PROPERTY NAME                                 SF             EXPIRATION
----------------------------------------------------------------------------------------------------------

   1      Mall of America                                                        276,581         8/1/2015
   2      Four Allen Center                                                    1,228,877        1/14/2019
   3      EZ Storage Portfolio
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                                    14,039        12/31/2016
   6      2 West 46th Street                                                       9,990        2/28/2011
          ------------------------------------------------------------------------------------------------
   7      First City Tower                                                       524,796        10/31/2021
   8      Victoria Ward Industrial, Gateway & Village                             42,661        1/31/2010
   9      Sierra Vista Mall                                                      116,641        10/31/2014
  10      Morgan Resort Portfolio
 10.1     Buena Vista Resort
          ------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                         101,375        1/31/2034
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio
 13.1     Water's Edge
 13.2     Southern Pointe
          ------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                            1,339,957        9/30/2037
 14.1     Ryans                                                                   10,485        9/30/2037
 14.2     Ryans                                                                   10,854        9/30/2037
 14.3     Fire Mountain                                                           10,211        9/30/2037
 14.4     Ryans                                                                   10,065        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                           10,211        9/30/2037
 14.6     Ryans                                                                   10,825        9/30/2037
 14.7     Ryans                                                                   10,100        9/30/2037
 14.8     Ryans                                                                    9,023        9/30/2037
 14.9     Ryans                                                                   10,388        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.10    Ryans                                                                   10,485        9/30/2037
 14.11    Ryans                                                                   10,485        9/30/2037
 14.12    Ryans                                                                   10,627        9/30/2037
 14.13    Ryans                                                                   11,083        9/30/2037
 14.14    Ryans                                                                    9,353        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet                                                       9,097        9/30/2037
 14.16    Ryans                                                                   10,485        9/30/2037
 14.17    Ryans                                                                    9,282        9/30/2037
 14.18    Ryans                                                                    9,727        9/30/2037
 14.19    Fire Mountain                                                           10,825        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.20    Ryans                                                                    9,921        9/30/2037
 14.21    Ryans                                                                   10,825        9/30/2037
 14.22    Ryans                                                                   11,530        9/30/2037
 14.23    Ryans                                                                    9,561        9/30/2037
 14.24    Fire Mountain                                                            8,891        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.25    Ryans                                                                   10,143        9/30/2037
 14.26    Fire Mountain                                                            9,058        9/30/2037
 14.27    Ryans                                                                    9,327        9/30/2037
 14.28    Fire Mountain                                                           10,825        9/30/2037
 14.29    Ryans                                                                   11,099        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.30    Fire Mountain                                                           10,825        9/30/2037
 14.31    Ryans                                                                   10,825        9/30/2037
 14.32    Ryans                                                                   10,349        9/30/2037
 14.33    Fire Mountain                                                           10,349        9/30/2037
 14.34    Ryans                                                                   10,825        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.35    Fire Mountain                                                           10,901        9/30/2037
 14.36    Ryans                                                                   10,724        9/30/2037
 14.37    Fire Mountain                                                           10,825        9/30/2037
 14.38    Ryans                                                                    9,921        9/30/2037
 14.39    Ryans                                                                   11,530        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.40    Ryans                                                                    9,353        9/30/2037
 14.41    Ryans                                                                    9,921        9/30/2037
 14.42    Fire Mountain                                                           10,825        9/30/2037
 14.43    Ryans                                                                   10,065        9/30/2037
 14.44    Ryans                                                                   10,642        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.45    Ryans                                                                   10,349        9/30/2037
 14.46    Ryans                                                                   10,065        9/30/2037
 14.47    Fire Mountain                                                           11,860        9/30/2037
 14.48    Ryans                                                                    9,921        9/30/2037
 14.49    Ryans                                                                   10,349        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.50    Ryans                                                                    9,616        9/30/2037
 14.51    Fire Mountain                                                           11,860        9/30/2037
 14.52    Fire Mountain                                                           10,825        9/30/2037
 14.53    Ryans                                                                   10,100        9/30/2037
 14.54    Ryans                                                                   10,349        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.55    Ryans                                                                   10,349        9/30/2037
 14.56    Ryans                                                                   10,825        9/30/2037
 14.57    Ryans                                                                   10,349        9/30/2037
 14.58    Ryans                                                                   10,466        9/30/2037
 14.59    Ryans                                                                   10,017        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.60    Ryans                                                                   10,398        9/30/2037
 14.61    Fire Mountain                                                           11,035        9/30/2037
 14.62    Fire Mountain                                                           10,825        9/30/2037
 14.63    Ryans                                                                    9,921        9/30/2037
 14.64    Ryans                                                                    9,921        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.65    Fire Mountain                                                           10,825        9/30/2037
 14.66    Ryans                                                                   10,349        9/30/2037
 14.67    Ryans                                                                   10,825        9/30/2037
 14.68    Fire Mountain                                                           10,349        9/30/2037
 14.69    Fire Mountain                                                           10,825        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.70    Ryans                                                                    9,023        9/30/2037
 14.71    Ryans                                                                    9,921        9/30/2037
 14.72    Ryans                                                                    9,253        9/30/2037
 14.73    Fire Mountain                                                           10,825        9/30/2037
 14.74    Ryans                                                                   10,065        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.75    Ryans                                                                    9,616        9/30/2037
 14.76    Ryans                                                                    9,921        9/30/2037
 14.77    Ryans                                                                   10,825        9/30/2037
 14.78    Ryans                                                                   10,065        9/30/2037
 14.79    Fire Mountain                                                           10,825        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.80    Ryans                                                                   11,530        9/30/2037
 14.81    Fire Mountain                                                            9,921        9/30/2037
 14.82    Fire Mountain                                                           10,825        9/30/2037
 14.83    Ryans                                                                   10,398        9/30/2037
 14.84    Fire Mountain                                                           10,349        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.85    Ryans                                                                    9,921        9/30/2037
 14.86    Ryans                                                                    9,921        9/30/2037
 14.87    Ryans                                                                   10,398        9/30/2037
 14.88    Ryans                                                                   10,642        9/30/2037
 14.89    Ryans                                                                   10,388        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.90    Ryans                                                                   10,349        9/30/2037
 14.91    Ryans                                                                   11,860        9/30/2037
 14.92    Fire Mountain                                                           10,825        9/30/2037
 14.93    Ryans                                                                   11,530        9/30/2037
 14.94    Ryans                                                                   10,075        9/30/2037
          ------------------------------------------------------------------------------------------------
 14.95    Ryans                                                                   10,065        9/30/2037
 14.96    Fire Mountain                                                           10,825        9/30/2037
 14.97    Ryans                                                                   10,349        9/30/2037
 14.98    Fire Mountain                                                           10,065        9/30/2037
 14.99    Ryans                                                                    9,921        9/30/2037
          ------------------------------------------------------------------------------------------------
14.100    Ryans                                                                   10,349        9/30/2037
14.101    Ryans                                                                   10,825        9/30/2037
14.102    Ryans                                                                   10,065        9/30/2037
14.103    Ryans                                                                   10,825        9/30/2037
14.104    Ryans                                                                   10,349        9/30/2037
          ------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                           10,254        9/30/2037
14.106    Fire Mountain                                                           10,982        9/30/2037
14.107    Ryans                                                                   10,398        9/30/2037
14.108    Ryans                                                                    9,921        9/30/2037
14.109    Fire Mountain                                                           10,825        9/30/2037
          ------------------------------------------------------------------------------------------------
14.110    Ryans                                                                   10,388        9/30/2037
14.111    Ryans                                                                   10,349        9/30/2037
14.112    Ryans                                                                    9,407        9/30/2037
14.113    Ryans                                                                   10,642        9/30/2037
14.114    Ryans                                                                   10,941        9/30/2037
          ------------------------------------------------------------------------------------------------
14.115    Ryans                                                                   10,642        9/30/2037
14.116    Ryans                                                                   10,642        9/30/2037
14.117    Ryans                                                                   10,825        9/30/2037
14.118    Home Town Buffet                                                         8,327        9/30/2037
14.119    Ryans                                                                   10,133        9/30/2037
          ------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                           10,896        9/30/2037
14.121    Fire Mountain                                                           10,825        9/30/2037
14.122    Home Town Buffet                                                         9,013        9/30/2037
14.123    Ryans                                                                    9,921        9/30/2037
14.124    Ryans                                                                   10,466        9/30/2037
          ------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                         8,858        9/30/2037
14.126    Home Town Buffet                                                         9,124        9/30/2037
14.127    Ryans                                                                   10,103        9/30/2037
14.128    Old Country Buffet                                                       8,464        9/30/2037
14.129    Old Country Buffet                                                      10,380        9/30/2037
          ------------------------------------------------------------------------------------------------
14.130    Ryans                                                                    9,078        9/30/2037
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                              185,000        9/30/2011
  19      300 7th Street                                                         141,639        11/30/2017
  20      Bawabeh VII - Banco Popular                                             41,604        9/30/2026
          ------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                              21,100        6/30/2014
  22      Westin Portland
  23      Shoppes at Dadeland                                                     44,648        11/30/2014
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts
          ------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                 37,398        11/30/2012
  27      Hampton Inn Manhattan
          ------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                       88,925         1/1/2026
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          ------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                         167,617        8/14/2021
  33      Casual Male HQ                                                         755,992        12/31/2026
  34      Heron Cay MHP
          ------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building                                             765,000        10/1/2016
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          ------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                      79,200        1/16/2010
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue                                               50,122        11/30/2019
 41.2     8918 Spanish Ridge Avenue                                               41,383        1/31/2017
  42      Greens on Blossom Way
          ------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II                                                            46,598        12/31/2008
  46      Hotel Lucia
          Annunziata Multifamily Portfolio
          ------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          ------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          ------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                             267,548        10/31/2018
  54      Physicians Medical Center of Baton Rouge                                30,844        7/31/2020
  55      Minnesota Office Building                                               33,748        7/31/2011
  56      Home Interiors & Gifts                                                 659,340         8/1/2016
  57      Cambridge at Southern
          ------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                                     35,108        8/31/2018
  60      Colony Woods
  61      Mission Hills Shopping Center                                           50,991        3/31/2025
  62      University Commons - Urbana
          ------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                      119,598        10/14/2026
  64      Lake Laurie and Lake George Resorts
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk
          ------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene
  68      Atlantic Crossings                                                     110,900        10/31/2018
  69      17320 Gale Avenue                                                       76,109        9/30/2026
  70      Towne South Center                                                      57,470        4/30/2015
          ------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                               69,060        11/30/2007
  74      Arcadia Park Apartments
  75      Casa de Luna
          ------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road                                                        69,354        8/31/2014
          ------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                       11,900        9/30/2011
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                                6,427        4/13/2017
          ------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                     7,800        8/31/2008
  85      Stonebridge Medical Center                                              30,000         4/7/2011
  86      290 Madison Avenue                                                      15,966        10/31/2008
  87      Marrietta Plaza                                                         95,932        1/31/2011
  88      Designer Outlet Center                                                  24,200        1/31/2017
          ------------------------------------------------------------------------------------------------
  89      The Dakota Apartments
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          ------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah                                                     20,000        2/23/2011
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus                                              62,000        10/31/2021
  98      Office Max Plaza - Scottsdale                                           28,217        12/31/2018
          ------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                   51,400        3/31/2015
  100     Lake Lucerne Towers
  101     Vestin Corporate Center                                                 40,940        8/31/2014
  102     Gwinnett Medical Office                                                  8,836        6/30/2009
  103     Marks Portfolio
          ------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                    20,864        1/31/2014
 103.2    122 East 25th Street                                                     4,785        1/31/2010
 103.3    22 Warren Street                                                         5,834        10/31/2017
  104     5 Enterprise Drive                                                      92,500        8/31/2021
  105     Bay Court Plaza                                                         70,000        4/30/2016
          ------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01                                                          80,960        10/31/2026
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                             6,000        12/31/2006
  111     Gold Coast Business Center                                              10,840        10/31/2008
  112     Marsh Store 03                                                          54,218        10/31/2026
          ------------------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas
          ------------------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater                                                               5,016        2/28/2011
 120.2    Sugar Lakes                                                             10,844        3/31/2011
          ------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier
  123     Fairways Apartments
  124     Marsh Store 101                                                         47,155        10/31/2026
  125     5151 Tyler Lakes Boulevard                                             107,000        10/30/2019
----------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                  43,488        8/31/2007
  127     1 North Central Avenue                                                  14,390        12/31/2021
  128     Fairfield Inn Manhattan KS
  129     Marina Lakes Office Building                                             7,511         8/1/2017
  130     Murray Hill Office Center                                               10,333        2/28/2009
          ------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                          8,400        1/31/2007
  132     Bloomington Self Storage
  133     Signature Place                                                         16,314        5/31/2011
  134     Planters Run Apartments
  135     Westchase Plaza                                                          7,200        9/30/2009
          ------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          ------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                         6,069
          ------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                              12,000        6/30/2024
  143     Crystal Pointe                                                          11,550        9/30/2011
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                                   3,847        6/30/2010
          ------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                    5,079        9/30/2009
  148     29 Barstow Road                                                          4,515        11/1/2021
  149     York Green                                                              19,349        2/28/2011
  150     777 Sunrise Highway                                                     11,561         1/1/2013
  151     Storage One Durango
          ------------------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281
  154     Walgreen's at Traverse City                                             14,820        8/31/2031
  155     Terrace View Apartments
  156     Apache MHC
          ------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                      59,400        8/31/2015
  158     Eagle Ridge Apartments
  159     Indianola: North American & Parkside
 159.1    North American
 159.2    Parkside
          ------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                              13,500        3/31/2026
  161     27754 Novi Road                                                         17,667         2/5/2016
  162     PETsMART Store                                                          26,170        12/31/2021
  163     San Pedro Plaza                                                          2,780        6/30/2016
  164     Hollywood Mini Storage
          ------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC
  167     Walgreens Milsboro                                                      12,000        6/30/2025
  168     A-1 Secure Storage
  169     Lee Plaza                                                                7,764        10/6/2015
          ------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul                                                       15,000        5/31/2009
  172     Pine Haven Mobile Home Park
  173     3391 Berlin Turnpike                                                     4,000        5/31/2016


  ID                               PROPERTY NAME                                   2ND LARGEST TENANT             SF
--------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                 Bloomingdale's                          218,887
   2      Four Allen Center
   3      EZ Storage Portfolio
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ----------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ----------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ----------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ----------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ----------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ----------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ----------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ----------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ----------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ----------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ----------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                            El Mundo                                 13,108
   6      2 West 46th Street                                              Royal Chain Inc                           8,669
          ----------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                Waste Management Inc.                   205,312
   8      Victoria Ward Industrial, Gateway & Village                     Nordstrom                                31,943
   9      Sierra Vista Mall                                               Target                                  109,648
  10      Morgan Resort Portfolio
 10.1     Buena Vista Resort
          ----------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ----------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ----------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                  Harkins Theatres                         66,966
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          ----------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ----------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ----------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio
 13.1     Water's Edge
 13.2     Southern Pointe
          ----------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ----------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ----------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ----------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ----------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ----------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ----------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ----------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ----------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ----------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                       Target                                  111,140
  19      300 7th Street                                                  Irene's Delicatessen                      1,174
  20      Bawabeh VII - Banco Popular
          ----------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                      Interfaith Medical Center                14,000
  22      Westin Portland
  23      Shoppes at Dadeland                                             The Container Store                      25,522
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts
          ----------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                         Advanced Lipo Dissolve                   17,777
  27      Hampton Inn Manhattan
          ----------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                               Dick's Sporting Goods                    53,000
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ----------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ----------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          ----------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                  Blue Cross Blue Shield                   57,008
  33      Casual Male HQ
  34      Heron Cay MHP
          ----------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          ----------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                              BAVC                                     12,258
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way
          ----------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II                                                    Merrill Lynch                            32,966
  46      Hotel Lucia
          Annunziata Multifamily Portfolio
          ----------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ----------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          ----------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          ----------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                      American Tire Distributors               86,773
  54      Physicians Medical Center of Baton Rouge                        Greater Baton Rouge Musculo-Skeletal      8,229
  55      Minnesota Office Building                                       Verizon/MCI                              29,715
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          ----------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                             GeoSyntec Consultants                    16,441
  60      Colony Woods
  61      Mission Hills Shopping Center                                   Hollywood Video                           5,795
  62      University Commons - Urbana
          ----------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk
          ----------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene
  68      Atlantic Crossings                                              Whole Foods                              31,815
  69      17320 Gale Avenue
  70      Towne South Center                                              Goody's Family Clothing                  32,790
          ----------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                       Developmental Studies Center             14,737
  74      Arcadia Park Apartments
  75      Casa de Luna
          ----------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road                                                South Shore Mental                       18,193
          ----------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                               Women's & Family Health Specialists      11,397
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ----------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                       Eternal Wellness                          5,496
          ----------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                            Bilinguals, Inc                           4,420
  85      Stonebridge Medical Center                                      Southwest Outpatient Imaging              5,108
  86      290 Madison Avenue                                              Britches of 290 Madison Ave, Inc         11,050
  87      Marrietta Plaza                                                 I Save                                   32,000
  88      Designer Outlet Center                                          Children's Place                         10,000
          ----------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          ----------------------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah                                             Dress Barn                               10,455
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                   Big 5                                    11,988
          ----------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                           Eckerd's                                 11,840
  100     Lake Lucerne Towers
  101     Vestin Corporate Center
  102     Gwinnett Medical Office                                         Gwinnett Consultants                      7,175
  103     Marks Portfolio
          ----------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                            Clear Channel Outdoor, Inc.
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive
  105     Bay Court Plaza                                                 Gold's Gym                               30,000
          ----------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          ----------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                    Family Christian Stores                   5,850
  111     Gold Coast Business Center                                      Furniture & Gallery                       7,920
  112     Marsh Store 03
          ----------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas
          ----------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater                                                      North American Title Co.                  4,121
 120.2    Sugar Lakes
          ----------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier
  123     Fairways Apartments
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard
--------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                          Parvin Mfg./Phoenix (Arturo Gomez)       31,612
  127     1 North Central Avenue
  128     Fairfield Inn Manhattan KS
  129     Marina Lakes Office Building                                    Tender Care Home Center                   5,541
  130     Murray Hill Office Center                                       Inductis                                  7,828
          ----------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                 Hollywood Video                           7,800
  132     Bloomington Self Storage
  133     Signature Place                                                 Executive Suites                          8,486
  134     Planters Run Apartments
  135     Westchase Plaza                                                 Tans-You                                  6,322
          ----------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          ----------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                Twin Dragon Sports Bar                    3,371
          ----------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                      Lighthouse                                1,600
  143     Crystal Pointe                                                  Storm Proof Roofing                       6,533
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                          Pro Levin Bikram Yoga                     3,088
          ----------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                           Euclid Outpatient Surgery                 3,783
  148     29 Barstow Road                                                 Rosen/Braidbert                           2,925
  149     York Green                                                      Mind over Machines                        4,147
  150     777 Sunrise Highway                                             Hartodt Cargo                             4,823
  151     Storage One Durango
          ----------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281
  154     Walgreen's at Traverse City
  155     Terrace View Apartments
  156     Apache MHC
          ----------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments
  159     Indianola: North American & Parkside
 159.1    North American
 159.2    Parkside
          ----------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza                                                 Yoshinoya                                 2,003
  164     Hollywood Mini Storage
          ----------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC
  167     Walgreens Milsboro
  168     A-1 Secure Storage
  169     Lee Plaza                                                       Audio Express                             4,007
          ----------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul                                               Intercity Truck & Trailer                15,000
  172     Pine Haven Mobile Home Park
  173     3391 Berlin Turnpike


                                                                                     LEASE
    ID                             PROPERTY NAME                                   EXPIRATION              3RD LARGEST TENANT
------------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                        8/31/2012      Nordstrom
   2      Four Allen Center
   3      EZ Storage Portfolio
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          --------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                                  12/31/2011      Anderson & Rottenber, PC
   6      2 West 46th Street                                                     3/31/2009      Arthur Brown Bros
          --------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                      12/31/2010      Enervest Management Partners
   8      Victoria Ward Industrial, Gateway & Village                            8/31/2015      Office Depot
   9      Sierra Vista Mall                                                     12/31/2008      Gottschalk's
  10      Morgan Resort Portfolio
 10.1     Buena Vista Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          --------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                         6/26/2018      Sports Authority
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          --------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio
 13.1     Water's Edge
 13.2     Southern Pointe
          --------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          --------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          --------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          --------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          --------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                              1/31/2024      Kohl's
  19      300 7th Street                                                         6/30/2010      Metro Barber Stylist
  20      Bawabeh VII - Banco Popular
          --------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                             9/30/2016      Duane Reade
  22      Westin Portland
  23      Shoppes at Dadeland                                                   12/31/2009      Old Navy
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts
          --------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                8/31/2011      Nevada Heart and Vascular
  27      Hampton Inn Manhattan
          --------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                       1/1/2021      Bed Bath & Beyond
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          --------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          --------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                          2/7/2011      Twentieth Floor Corp
  33      Casual Male HQ
  34      Heron Cay MHP
          --------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          --------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                    11/30/2011      UCSF
  41      The Park at Spanish Ridge
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way
          --------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II                                                           7/31/2011      Brown Raysman et al
  46      Hotel Lucia
          Annunziata Multifamily Portfolio
          --------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          --------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          --------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          --------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                             3/31/2017
  54      Physicians Medical Center of Baton Rouge                               6/30/2016      Greater Baton Rouge Physical Therapy
  55      Minnesota Office Building                                              3/31/2008      Eschelon
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          --------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                                    9/30/2011      Club Staffing
  60      Colony Woods
  61      Mission Hills Shopping Center                                          1/31/2016      Lucky's @ 951
  62      University Commons - Urbana
          --------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk
          --------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville
  67      University Commons - Eugene
  68      Atlantic Crossings                                                     1/31/2010      Office Max, Inc.
  69      17320 Gale Avenue
  70      Towne South Center                                                     8/30/2015      Petsmart
          --------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                              2/28/2008      US Coast Guard
  74      Arcadia Park Apartments
  75      Casa de Luna
          --------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road                                                       9/30/2011      Amity Insurance
          --------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                     12/31/2024      Northwest Surgical Skills
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          --------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                              8/15/2016      Rajeesh Khanna
          --------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                  10/31/2008      Star Multi Care Services Inc
  85      Stonebridge Medical Center                                             6/30/2013      Westcliff Medical Labs
  86      290 Madison Avenue                                                    10/31/2016      The Villa O.P.C, Inc.
  87      Marrietta Plaza                                                        6/30/2010      Furniture Land
  88      Designer Outlet Center                                                 8/31/2007      Jones New York
          --------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          --------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah                                                    6/30/2007      Bass
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                          1/31/2012      Uncle Sal's Restaurant
          --------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                  1/31/2011      Fashion Bug
  100     Lake Lucerne Towers
  101     Vestin Corporate Center
  102     Gwinnett Medical Office                                                6/30/2008      Wallace F. Martin MD
  103     Marks Portfolio
          --------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                  10/31/2008
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive
  105     Bay Court Plaza                                                        6/30/2018      Save A Lot
          --------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                          10/15/2008      Sizes Unlimited aka The Avenue
  111     Gold Coast Business Center                                             5/31/2009      Big Island Floor Coverings
  112     Marsh Store 03
          --------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas
          --------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater                                                             6/30/2010      Brazo's Pain Management
 120.2    Sugar Lakes
          --------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier
  123     Fairways Apartments
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard
------------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                 9/30/2007      ACP (David Molayem)
  127     1 North Central Avenue
  128     Fairfield Inn Manhattan KS
  129     Marina Lakes Office Building                                           8/31/2008      Borelli & Assoc
  130     Murray Hill Office Center                                              4/30/2008      Reily, Supple, Wischusen
          --------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                        3/9/2011       Advanced Medical Supply, Inc.
  132     Bloomington Self Storage
  133     Signature Place                                                        8/31/2007      Ratheal & Associates
  134     Planters Run Apartments
  135     Westchase Plaza                                                       11/30/2009      Jason's Deli
          --------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          --------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                                      Twin Dragon Restaurant
          --------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                             7/31/2014
  143     Crystal Pointe                                                         9/30/2008      Wholesale Auto Radiator Inc.
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                                 2/14/2009      AmeriPoint Title Company
          --------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                  1/31/2008      Orange County MRI
  148     29 Barstow Road                                                        3/31/2011      Dr. Greiff
  149     York Green                                                             8/31/2007      American Home Mortgage
  150     777 Sunrise Highway                                                     8/1/2013      SLBN Neurology Medical Offices
  151     Storage One Durango
          --------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281
  154     Walgreen's at Traverse City
  155     Terrace View Apartments
  156     Apache MHC
          --------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments
  159     Indianola: North American & Parkside
 159.1    North American
 159.2    Parkside
          --------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza                                                        5/31/2016      Little Caesar's
  164     Hollywood Mini Storage
          --------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC
  167     Walgreens Milsboro
  168     A-1 Secure Storage
  169     Lee Plaza                                                              8/31/2007      Sharky's Billiards
          --------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul                                                     11/30/2008      Century Sign Builders
  172     Pine Haven Mobile Home Park
  173     3391 Berlin Turnpike


                                                                                   LEASE      OCCUPANCY                  OCCUPANCY
  ID                             PROPERTY NAME                          SF       EXPIRATION  RATE(15)(16)               AS-OF DATE
----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                               210,664   8/6/2022        94.00%                 8/30/2006
   2      Four Allen Center                                                                      100.00%                 10/3/2006
   3      EZ Storage Portfolio                                                                    76.80%                 7/31/2006
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)                                            20.43%                 7/31/2006
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)                                  79.67%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI                                                     75.30%                 7/31/2006
  3.4     EZ Storage Portfolio - Southfield, MI                                                   86.77%                 7/31/2006
  3.5     EZ Storage Portfolio - Lynnfield, MA                                                    78.26%                 7/31/2006
  3.6     EZ Storage Portfolio - Eastpointe, MI                                                   60.49%                 7/31/2006
  3.7     EZ Storage Portfolio - Warren, MI                                                       81.31%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN                                               87.91%                 7/31/2006
  3.9     EZ Storage Portfolio - Troy, MI                                                         78.29%                 7/31/2006
 3.10     EZ Storage Portfolio - Redford, MI                                                     100.00%                 7/31/2006
 3.11     EZ Storage Portfolio - Peabody,  MA                                                     79.06%                 7/31/2006
 3.12     EZ Storage Portfolio - Tewksbury, MA                                                    74.94%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                                                    65.77%                 7/31/2006
 3.14     EZ Storage Portfolio - South Euclid, OH                                                 62.45%                 7/31/2006
 3.15     EZ Storage Portfolio - Rochester Hills, MI                                              80.65%                 7/31/2006
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)                               85.47%                 7/31/2006
 3.17     EZ Storage Portfolio - Warwick, RI                                                      73.24%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)                               84.99%                 7/31/2006
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                                             93.68%                 7/31/2006
 3.20     EZ Storage Portfolio - Grand River, MI                                                  74.75%                 7/31/2006
 3.21     EZ Storage Portfolio - Shrewsbury, MA                                                   75.79%                 7/31/2006
 3.22     EZ Storage Portfolio - Chelmsford, MA                                                   83.89%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                                                      76.94%                 7/31/2006
 3.24     EZ Storage Portfolio - Auburn Hills, MI                                                 91.35%                 7/31/2006
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                                             91.06%                 7/31/2006
 3.26     EZ Storage Portfolio - Livonia, MI                                                      90.58%                 7/31/2006
 3.27     EZ Storage Portfolio - Lincoln Park, MI                                                 42.76%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)                                  95.47%                 7/31/2006
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)                                 79.19%                 7/31/2006
 3.30     EZ Storage Portfolio - Reading, OH                                                      78.56%                 7/31/2006
 3.31     EZ Storage Portfolio - Center Line, MI                                                  79.08%                 7/31/2006
 3.32     EZ Storage Portfolio - Dearborn, MI                                                     82.98%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)                                  82.50%                 7/31/2006
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)                               92.65%                 7/31/2006
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                                            31.46%                 7/31/2006
 3.36     EZ Storage Portfolio - Taylor, MI                                                       78.64%                 7/31/2006
 3.37     EZ Storage Portfolio - Woodbury, MN                                                     78.64%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)                                    81.31%                 7/31/2006
 3.39     EZ Storage Portfolio - Eagan, MN                                                        73.15%                 7/31/2006
 3.40     EZ Storage Portfolio - New Brighton, MN                                                 84.67%                 7/31/2006
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)                             93.07%                 7/31/2006
 3.42     EZ Storage Portfolio - North Bend, OH                                                   80.10%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                                             80.06%                 7/31/2006
 3.44     EZ Storage Portfolio - Sterling Heights, MI                                             90.52%                 7/31/2006
 3.45     EZ Storage Portfolio - Marsh Lane, TX                                                   75.38%                 7/31/2006
 3.46     EZ Storage Portfolio - Burnsville, MN                                                   72.82%                 7/31/2006
 3.47     EZ Storage Portfolio - Coon Rapids, MN                                                  73.46%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                                              77.08%                 7/31/2006
   4      JQH Hotel Portfolio                                                                     64.76%                 8/31/2006
  4.1     Embassy Suites Frisco                                                                   68.52%                 8/31/2006
  4.2     Embassy Suites Hampton                                                                  65.19%                 8/31/2006
  4.3     Embassy Suites Hot Springs                                                              63.84%                 8/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                                         51.97%                 8/31/2006
  4.5     Courtyard by Marriott Junction City                                                     68.09%                 8/31/2006
          Manhattan Office Portfolio                                                              95.58%                  9/1/2006
   5      369 Lexington Avenue                                           10,006  10/31/2007       97.44%                  9/1/2006
   6      2 West 46th Street                                              7,269  2/28/2008        93.17%                 9/14/2006
          ------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                               47,716  8/31/2010        85.07%                 8/31/2006
   8      Victoria Ward Industrial, Gateway & Village                    30,718  10/14/2008       94.68%                 9/25/2006
   9      Sierra Vista Mall                                              99,539  10/31/2018       87.91%                10/10/2006
  10      Morgan Resort Portfolio                                                                 95.09%                   Various
 10.1     Buena Vista Resort                                                                      95.00%                  6/7/2006
          ------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                                       95.00%                 6/10/2006
 10.3     Crystal Lake Resort                                                                     95.00%                 5/17/2006
 10.4     Yogi Jellystone Resort OH                                                               96.00%                 5/17/2006
 10.5     Grand Lakes Resort                                                                      95.00%                 5/17/2006
 10.6     Mountain Pines Resort                                                                   95.00%                 5/17/2006
          ------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                                      95.00%                 5/11/2006
 10.8     Three Lakes Resort                                                                      95.00%                 5/17/2006
 10.9     Blueberry Hill Resort FL                                                                95.00%                 5/17/2006
 10.10    Blueberry Resort NJ                                                                     95.00%                  6/6/2006
 10.11    Coldbrook Resort                                                                        95.00%                 5/16/2006
          ------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                                               95.00%                  6/6/2006
  11      Scottsdale 101                                                 41,175  1/31/2014        98.28%                  9/5/2006
  12      JPIM Self Storage Portfolio                                                             67.19%                   Various
 12.1     Waipahu                                                                                 61.49%                 10/2/2006
 12.2     San Francisco                                                                           48.67%                 10/2/2006
          ------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                                             47.22%                 10/2/2006
 12.4     Metairie                                                                                52.50%                 10/2/2006
 12.5     Philadelphia                                                                            44.07%                 10/2/2006
 12.6     Berkeley                                                                                86.56%                 9/30/2006
 12.7     Kingwood                                                                                65.74%                 10/2/2006
          ------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                                              65.32%                 10/2/2006
 12.9     Los Angeles                                                                             84.24%                 10/2/2006
 12.10    Vallejo                                                                                 85.31%                 10/2/2006
 12.11    Bedford                                                                                 88.31%                 10/2/2006
 12.12    West Palm Beach                                                                         86.23%                 10/2/2006
          ------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth                                                                              71.39%                 9/30/2006
 12.14    Euless                                                                                  76.49%                 10/2/2006
  13      Broward Multifamily Portfolio                                                           97.06%                10/27/2006
 13.1     Water's Edge                                                                            96.56%                10/27/2006
 13.2     Southern Pointe                                                                         97.60%                10/27/2006
          ------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                              100.00%                 11/1/2006
 14.1     Ryans                                                                                  100.00%                 11/1/2006
 14.2     Ryans                                                                                  100.00%                 11/1/2006
 14.3     Fire Mountain                                                                          100.00%                 11/1/2006
 14.4     Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                                          100.00%                 11/1/2006
 14.6     Ryans                                                                                  100.00%                 11/1/2006
 14.7     Ryans                                                                                  100.00%                 11/1/2006
 14.8     Ryans                                                                                  100.00%                 11/1/2006
 14.9     Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans                                                                                  100.00%                 11/1/2006
 14.11    Ryans                                                                                  100.00%                 11/1/2006
 14.12    Ryans                                                                                  100.00%                 11/1/2006
 14.13    Ryans                                                                                  100.00%                 11/1/2006
 14.14    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet                                                                     100.00%                 11/1/2006
 14.16    Ryans                                                                                  100.00%                 11/1/2006
 14.17    Ryans                                                                                  100.00%                 11/1/2006
 14.18    Ryans                                                                                  100.00%                 11/1/2006
 14.19    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans                                                                                  100.00%                 11/1/2006
 14.21    Ryans                                                                                  100.00%                 11/1/2006
 14.22    Ryans                                                                                  100.00%                 11/1/2006
 14.23    Ryans                                                                                  100.00%                 11/1/2006
 14.24    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans                                                                                  100.00%                 11/1/2006
 14.26    Fire Mountain                                                                          100.00%                 11/1/2006
 14.27    Ryans                                                                                  100.00%                 11/1/2006
 14.28    Fire Mountain                                                                          100.00%                 11/1/2006
 14.29    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain                                                                          100.00%                 11/1/2006
 14.31    Ryans                                                                                  100.00%                 11/1/2006
 14.32    Ryans                                                                                  100.00%                 11/1/2006
 14.33    Fire Mountain                                                                          100.00%                 11/1/2006
 14.34    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain                                                                          100.00%                 11/1/2006
 14.36    Ryans                                                                                  100.00%                 11/1/2006
 14.37    Fire Mountain                                                                          100.00%                 11/1/2006
 14.38    Ryans                                                                                  100.00%                 11/1/2006
 14.39    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans                                                                                  100.00%                 11/1/2006
 14.41    Ryans                                                                                  100.00%                 11/1/2006
 14.42    Fire Mountain                                                                          100.00%                 11/1/2006
 14.43    Ryans                                                                                  100.00%                 11/1/2006
 14.44    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans                                                                                  100.00%                 11/1/2006
 14.46    Ryans                                                                                  100.00%                 11/1/2006
 14.47    Fire Mountain                                                                          100.00%                 11/1/2006
 14.48    Ryans                                                                                  100.00%                 11/1/2006
 14.49    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans                                                                                  100.00%                 11/1/2006
 14.51    Fire Mountain                                                                          100.00%                 11/1/2006
 14.52    Fire Mountain                                                                          100.00%                 11/1/2006
 14.53    Ryans                                                                                  100.00%                 11/1/2006
 14.54    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans                                                                                  100.00%                 11/1/2006
 14.56    Ryans                                                                                  100.00%                 11/1/2006
 14.57    Ryans                                                                                  100.00%                 11/1/2006
 14.58    Ryans                                                                                  100.00%                 11/1/2006
 14.59    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans                                                                                  100.00%                 11/1/2006
 14.61    Fire Mountain                                                                          100.00%                 11/1/2006
 14.62    Fire Mountain                                                                          100.00%                 11/1/2006
 14.63    Ryans                                                                                  100.00%                 11/1/2006
 14.64    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain                                                                          100.00%                 11/1/2006
 14.66    Ryans                                                                                  100.00%                 11/1/2006
 14.67    Ryans                                                                                  100.00%                 11/1/2006
 14.68    Fire Mountain                                                                          100.00%                 11/1/2006
 14.69    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans                                                                                  100.00%                 11/1/2006
 14.71    Ryans                                                                                  100.00%                 11/1/2006
 14.72    Ryans                                                                                  100.00%                 11/1/2006
 14.73    Fire Mountain                                                                          100.00%                 11/1/2006
 14.74    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans                                                                                  100.00%                 11/1/2006
 14.76    Ryans                                                                                  100.00%                 11/1/2006
 14.77    Ryans                                                                                  100.00%                 11/1/2006
 14.78    Ryans                                                                                  100.00%                 11/1/2006
 14.79    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans                                                                                  100.00%                 11/1/2006
 14.81    Fire Mountain                                                                          100.00%                 11/1/2006
 14.82    Fire Mountain                                                                          100.00%                 11/1/2006
 14.83    Ryans                                                                                  100.00%                 11/1/2006
 14.84    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans                                                                                  100.00%                 11/1/2006
 14.86    Ryans                                                                                  100.00%                 11/1/2006
 14.87    Ryans                                                                                  100.00%                 11/1/2006
 14.88    Ryans                                                                                  100.00%                 11/1/2006
 14.89    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans                                                                                  100.00%                 11/1/2006
 14.91    Ryans                                                                                  100.00%                 11/1/2006
 14.92    Fire Mountain                                                                          100.00%                 11/1/2006
 14.93    Ryans                                                                                  100.00%                 11/1/2006
 14.94    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans                                                                                  100.00%                 11/1/2006
 14.96    Fire Mountain                                                                          100.00%                 11/1/2006
 14.97    Ryans                                                                                  100.00%                 11/1/2006
 14.98    Fire Mountain                                                                          100.00%                 11/1/2006
 14.99    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.100    Ryans                                                                                  100.00%                 11/1/2006
14.101    Ryans                                                                                  100.00%                 11/1/2006
14.102    Ryans                                                                                  100.00%                 11/1/2006
14.103    Ryans                                                                                  100.00%                 11/1/2006
14.104    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                                          100.00%                 11/1/2006
14.106    Fire Mountain                                                                          100.00%                 11/1/2006
14.107    Ryans                                                                                  100.00%                 11/1/2006
14.108    Ryans                                                                                  100.00%                 11/1/2006
14.109    Fire Mountain                                                                          100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.110    Ryans                                                                                  100.00%                 11/1/2006
14.111    Ryans                                                                                  100.00%                 11/1/2006
14.112    Ryans                                                                                  100.00%                 11/1/2006
14.113    Ryans                                                                                  100.00%                 11/1/2006
14.114    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.115    Ryans                                                                                  100.00%                 11/1/2006
14.116    Ryans                                                                                  100.00%                 11/1/2006
14.117    Ryans                                                                                  100.00%                 11/1/2006
14.118    Home Town Buffet                                                                       100.00%                 11/1/2006
14.119    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                                          100.00%                 11/1/2006
14.121    Fire Mountain                                                                          100.00%                 11/1/2006
14.122    Home Town Buffet                                                                       100.00%                 11/1/2006
14.123    Ryans                                                                                  100.00%                 11/1/2006
14.124    Ryans                                                                                  100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                                       100.00%                 11/1/2006
14.126    Home Town Buffet                                                                       100.00%                 11/1/2006
14.127    Ryans                                                                                  100.00%                 11/1/2006
14.128    Old Country Buffet                                                                     100.00%                 11/1/2006
14.129    Old Country Buffet                                                                     100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
14.130    Ryans                                                                                  100.00%                 11/1/2006
  15      Empirian Chesapeake                                                                     97.06%                10/30/2006
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia                                                    74.31%                 9/30/2006
 16.1     Country Inn & Suites Mall of America                                                    81.50%                 9/30/2006
          ------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                                        68.66%                 9/30/2006
  17      Carlson Radisson Lord Baltimore                                                         65.60%                 9/30/2006
  18      Golf Mill Shopping Center                                      95,540  10/31/2010       88.25%                 9/30/2006
  19      300 7th Street                                                    600  11/30/2007      100.00%                10/31/2006
  20      Bawabeh VII - Banco Popular                                                            100.00%                 10/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                     11,000  5/31/2016       100.00%                10/26/2006
  22      Westin Portland                                                                         79.90%                 7/31/2006
  23      Shoppes at Dadeland                                            18,502  12/31/2009      100.00%                 10/4/2006
  24      Montego Bay Apartments                                                                  95.24%                  9/7/2006
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                                        95.00%                   Various
          ------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                                       95.00%                 6/27/2006
 25.2     Indian Creek Resort                                                                     95.00%                 7/26/2006
 25.3     Wagon Wheel Resort                                                                      95.00%                 6/27/2006
  26      Longford Medical Center                                        11,533  7/31/2012        85.93%                10/30/2006
  27      Hampton Inn Manhattan                                                                   86.40%                 7/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                              26,700   1/1/2021        95.60%                12/31/2006
  29      North Bronx Portfolio                                                                   97.41%                   Various
 29.1     3018 Heath Avenue                                                                       97.67%                10/17/2006
 29.2     2770-80 Kingsbridge Terrace                                                             97.22%                10/13/2006
 29.3     1576 Taylor Avenue                                                                      94.37%                10/13/2006
          ------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                                   100.00%                10/13/2006
 29.5     2500 University Avenue                                                                  98.25%                 10/1/2006
 29.6     2505 Aqueduct Avenue                                                                   100.00%                 10/1/2006
 29.7     2785 Sedgwick Avenue                                                                   100.00%                10/13/2006
 29.8     3215 Holland Avenue                                                                     96.15%                10/13/2006
          ------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                                     93.10%                10/13/2006
 29.10    2264 Grand Avenue                                                                      100.00%                 10/1/2006
  30      Links at Madison County                                                                 89.97%                10/12/2006
  31      Fort Collins Marriott Portfolio                                                         76.21%                 8/31/2006
 31.1     Fort Collins Marriott                                                                   71.61%                 8/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                                              86.56%                 8/31/2006
 31.3     Courtyard Fort Collins                                                                  75.23%                 8/31/2006
  32      Regions Center                                                 53,266  4/30/2010        92.83%                  7/1/2006
  33      Casual Male HQ                                                                         100.00%                 12/1/2006
  34      Heron Cay MHP                                                                           88.00%                 10/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                                  95.00%                10/13/2006
  36      C&S Grocers, Inc. Building                                                             100.00%                 12/1/2006
  37      Links at Stillwater                                                                     97.00%                 10/9/2006
  38      Skylark Pointe                                                                          92.56%                10/30/2006
  39      Villa Lucia Apartments                                                                  82.00%                10/24/2006
          ------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                             11,900  2/28/2008        95.70%                10/26/2007
  41      The Park at Spanish Ridge                                                               80.15%                  9/1/2006
 41.1     8912 Spanish Ridge Avenue                                                               68.86%                  9/1/2006
 41.2     8918 Spanish Ridge Avenue                                                              100.00%                  9/1/2006
  42      Greens on Blossom Way                                                                   96.09%                 10/9/2006
          ------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                                       100.00%  12/1/2006 (master lease)
  44      Morningstar Apartments                                                                  90.00%                 9/30/2006
  45      CityPlace II                                                   24,097  10/31/2013       76.20%                 10/1/2006
  46      Hotel Lucia                                                                             80.20%                 7/31/2006
          Annunziata Multifamily Portfolio                                                       100.00%                   Various
          ------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                               100.00%                10/31/2006
 47.1     3 West 87th Street                                                                     100.00%                10/31/2006
 47.2     141 West 72nd Street                                                                   100.00%                10/31/2006
 47.3     113 West 70th Street                                                                   100.00%                10/31/2006
 47.4     254 West 71st Street                                                                   100.00%                10/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                                   100.00%                10/31/2006
  48      Annunziata Portfolio I                                                                 100.00%                   Various
 48.1     406 East 64th Street                                                                   100.00%                10/31/2006
 48.2     304 East 89th Street                                                                   100.00%                10/26/2006
  49      Annunziata Portfolio II                                                                100.00%                10/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                                  100.00%                10/31/2006
 49.2     462 West 51st Street                                                                   100.00%                10/31/2006
  50      Wellington Place                                                                        94.00%                11/15/2006
  51      Hotel Max                                                                               71.70%                 7/31/2006
  52      University Commons - Bloomington                                                       100.00%                  9/5/2006
          ------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                                              84.14%                 11/9/2006
  54      Physicians Medical Center of Baton Rouge                        6,143  6/30/2016        80.65%                  9/1/2006
  55      Minnesota Office Building                                      17,342  5/31/2009        54.86%                 7/12/2006
  56      Home Interiors & Gifts                                                                 100.00%                 12/1/2006
  57      Cambridge at Southern                                                                  100.00%                  9/7/2006
          ------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                             95.00%                10/18/2006
  59      Sabre Office Centre                                            13,680  3/31/2013       100.00%                 5/31/2006
  60      Colony Woods                                                                            98.65%                  5/1/2006
  61      Mission Hills Shopping Center                                   3,602  9/30/2015        94.96%                 10/1/2006
  62      University Commons - Urbana                                                             90.44%                 5/15/2006
          ------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                                      100.00%                 8/15/2006
  64      Lake Laurie and Lake George Resorts                                                     95.00%                   Various
 64.1     Lake Laurie Resort                                                                      95.00%                  6/6/2006
 64.2     Lake George Resort                                                                      95.00%                  7/1/2006
  65      Hawthorn Suites San Antonio Riverwalk                                                   76.00%                 4/30/2006
          ------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                           100.00%                  7/9/2006
  67      University Commons - Eugene                                                             95.40%                 9/20/2006
  68      Atlantic Crossings                                             22,100  3/31/2014       100.00%                 6/30/2006
  69      17320 Gale Avenue                                                                      100.00%                 12/1/2006
  70      Towne South Center                                             21,025  10/31/2015       90.45%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                                        96.45%                 12/1/2006
  72      Embarcadero Club Apartments                                                             94.00%                 9/22/2006
  73      Embarcadero Business Park                                      12,513  3/31/2007        88.68%                 7/19/2006
  74      Arcadia Park Apartments                                                                 97.00%                10/12/2006
  75      Casa de Luna                                                                            95.59%                10/16/2006
          ------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                             98.28%                 10/1/2006
 76.1     208-210 East Seventh Street                                                             96.43%                 10/1/2006
 76.2     114-116 East First Street                                                              100.00%                 10/1/2006
  77      Vero Palm MHP                                                                           86.67%                10/31/2006
  78      500 Victory Road                                               12,577  10/31/2009      100.00%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                              10,043  6/30/2026        79.35%                11/16/2006
  80      Safety Storage portfolio                                                                82.37%                 9/18/2006
 80.1     Martin City                                                                             90.18%                 9/18/2006
 80.2     Pleasant Valley                                                                         88.84%                 9/18/2006
 80.3     Independence South                                                                      68.99%                 9/18/2006
          ------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                                            87.85%                 9/18/2006
 80.5     Olathe                                                                                  80.79%                 9/18/2006
  81      Country Inn & Suites Calabasas                                                          80.63%                 7/31/2006
  82      Rio Verde MHC-IPG                                                                      100.00%                  8/1/2006
  83      Valencia Medical Building                                       3,695  8/15/2016        82.11%                 8/25/2006
          ------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                            3,733  8/31/2009        86.48%                 11/1/2006
  85      Stonebridge Medical Center                                      3,011  6/17/2010        79.12%                11/15/2006
  86      290 Madison Avenue                                              5,626  10/31/2008      100.00%                  7/7/2006
  87      Marrietta Plaza                                                31,220  10/31/2011      100.00%                 11/1/2006
  88      Designer Outlet Center                                          8,059  12/31/2009       95.68%                 9/22/2006
          ------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                                   90.00%                 7/19/2006
  90      266 Washington Avenue                                                                   85.84%                10/16/2006
  91      Hampton Inn Salt Lake City                                                              76.00%                 9/30/2006
  92      Summit Park Apartments                                                                  93.77%                  5/8/2006
  93      Capistrano Self Storage                                                                 95.61%                 9/14/2006
          ------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                        97.22%                  9/8/2006
  95      Shoppes at Savannah                                             8,340  12/31/2007       90.00%                 5/25/2006
  96      Mesa Gardens                                                                            91.13%                 8/25/2006
  97      Raymour & Flanigan Paramus                                                             100.00%                 12/1/2006
  98      Office Max Plaza - Scottsdale                                   3,202  4/30/2012        98.10%                 9/30/2006
          ------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                           9,240  1/31/2011       100.00%                 9/18/2006
  100     Lake Lucerne Towers                                                                     87.90%                10/27/2006
  101     Vestin Corporate Center                                                                100.00%                 10/4/2006
  102     Gwinnett Medical Office                                         3,920  6/30/2009       100.00%                  9/6/2006
  103     Marks Portfolio                                                                        100.00%                 3/31/2006
          ------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                                   100.00%                 3/31/2006
 103.2    122 East 25th Street                                                                   100.00%                 3/31/2006
 103.3    22 Warren Street                                                                       100.00%                 3/31/2006
  104     5 Enterprise Drive                                                                     100.00%                10/30/2006
  105     Bay Court Plaza                                                16,000  7/31/2008        96.64%                 11/6/2006
          ------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                              77.40%                  8/8/2006
  107     Warner Palms Apartments                                                                 98.98%                10/31/2006
  108     Marsh Store 01                                                                         100.00%                 12/1/2006
  109     Lock Up Portfolio                                                                       78.86%                 10/2/2006
 109.1    Lock Up - Wheeling                                                                      77.78%                 10/2/2006
          ------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine                                                                      83.84%                 10/2/2006
 109.3    Lock Up - Bolingbrook                                                                   74.83%                 10/2/2006
  110     Garden Grove Shopping Center                                    5,075  1/31/2008       100.00%                 10/1/2006
  111     Gold Coast Business Center                                      4,480  12/31/2007       93.64%                  9/1/2006
  112     Marsh Store 03                                                                         100.00%                 12/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                      100.00%                10/19/2006
  114     East Wintonbury Apartments                                                              91.89%                10/16/2006
  115     Hawthorne Suites - Champaign, IL                                                        65.10%                 9/30/2006
  116     River Crossing                                                                          90.60%                 9/27/2006
  117     Park Avenue Villas                                                                      97.52%                10/25/2006
          ------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                                   58.63%                 9/30/2006
  119     Mission Self Storage                                                                    81.00%                 9/21/2006
  120     Sweetwater & Sugar Lakes                                                                96.00%                   Various
 120.1    Sweetwater                                                      3,909  5/31/2010        95.00%                 7/20/2006
 120.2    Sugar Lakes                                                                            100.00%                 7/20/2006
          ------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                                      71.03%                 9/30/2006
  122     Pines at Lanier                                                                         95.00%                10/13/2006
  123     Fairways Apartments                                                                     92.31%                 10/4/2006
  124     Marsh Store 101                                                                        100.00%                 12/1/2006
  125     5151 Tyler Lakes Boulevard                                                             100.00%                 11/1/2006
----------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                         28,070  9/30/2007       100.00%                10/25/2006
  127     1 North Central Avenue                                                                 100.00%                 3/30/2006
  128     Fairfield Inn Manhattan KS                                                              74.60%                 8/31/2006
  129     Marina Lakes Office Building                                    4,564  6/14/2007       100.00%                10/30/2006
  130     Murray Hill Office Center                                       5,218  10/31/2008       96.74%                 11/1/2006
          ------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                 5,220  3/31/2010        93.44%                 8/25/2006
  132     Bloomington Self Storage                                                                70.79%                  7/7/2006
  133     Signature Place                                                 4,300  9/30/2011        85.10%                11/28/2006
  134     Planters Run Apartments                                                                 98.61%                 10/4/2006
  135     Westchase Plaza                                                 4,915  8/31/2010        93.00%                 6/22/2006
          ------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                                      80.70%                  9/1/2006
 136.1    Lake Shore                                                                              80.70%
 136.2    Willow Club Estates                                                                     80.70%
  137     Community Self-Storage                                                                  65.17%                  9/1/2006
  138     Parliament Bend                                                                         93.53%                10/18/2006
          ------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                                      96.10%                   Various
 139.1    Sunset Heights                                                                         100.00%                 4/30/2006
 139.2    Timberline                                                                              93.00%                 5/31/2006
  140     Country Inn & Suites - Asheville                                                        77.60%                 7/31/2006
  141     River View Plaza                                                2,449                  100.00%                  5/2/2006
          ------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                                             100.00%                  9/1/2006
  143     Crystal Pointe                                                  4,332  9/30/2008        91.51%                11/10/2006
  144     Holiday Inn Express-Lexington SC                                                        64.06%                 9/30/2006
  145     Linkside Apartments                                                                    100.00%                 10/4/2006
  146     Town Center- Sugarland                                          2,275   4/1/2010        86.14%                10/19/2006
          ------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                           3,227  5/31/2011        96.50%                 9/19/2006
  148     29 Barstow Road                                                 1,600  9/30/2013        89.51%                11/17/2006
  149     York Green                                                      3,845  6/30/2007       100.00%                  7/1/2006
  150     777 Sunrise Highway                                             3,918   1/1/2011       100.00%                  6/7/2006
  151     Storage One Durango                                                                     74.70%                 5/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                                  94.85%                  6/6/2006
  153     Noah's Ark Self Storage Hwy 281                                                         80.00%                  8/6/2006
  154     Walgreen's at Traverse City                                                            100.00%                 12/1/2006
  155     Terrace View Apartments                                                                 95.29%                  6/1/2006
  156     Apache MHC                                                                              99.00%                 7/11/2006
          ------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                                     100.00%                 12/1/2006
  158     Eagle Ridge Apartments                                                                  87.00%                 10/1/2006
  159     Indianola: North American & Parkside                                                    84.42%                  6/5/2006
 159.1    North American                                                                          88.00%                  6/5/2006
 159.2    Parkside                                                                                78.30%                  6/5/2006
          ------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                                             100.00%                 12/1/2006
  161     27754 Novi Road                                                                        100.00%                 12/1/2006
  162     PETsMART Store                                                                         100.00%                 12/1/2006
  163     San Pedro Plaza                                                 1,297  7/31/2010       100.00%                12/31/2006
  164     Hollywood Mini Storage                                                                  96.57%                 9/22/2006
          ------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                         76.92%                10/11/2006
  166     Contempo MHC                                                                            98.63%                 10/1/2006
  167     Walgreens Milsboro                                                                     100.00%                 12/1/2006
  168     A-1 Secure Storage                                                                      68.94%                 7/31/2006
  169     Lee Plaza                                                       3,965     MTM          100.00%                10/31/2006
          ------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                                68.10%                 9/30/2006
  171     Commercial Menaul                                              11,250  4/30/2016       100.00%                 8/25/2006
  172     Pine Haven Mobile Home Park                                                             87.84%                 11/3/2006
  173     3391 Berlin Turnpike                                                                   100.00%                 12/1/2006


                                                                          UPFRONT               MONTHLY                  UPFRONT
                                                                        REPLACEMENT           REPLACEMENT                 TI/LC
  ID                             PROPERTY NAME                            RESERVES             RESERVES                 RESERVES
----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America
   2      Four Allen Center                                                                                            $73,095,326
   3      EZ Storage Portfolio                                                                                $30,825
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                                                            4,414
   5      369 Lexington Avenue                                                                                  2,507
   6      2 West 46th Street                                                                                    1,907
          ------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                                                     22,000
   8      Victoria Ward Industrial, Gateway & Village
   9      Sierra Vista Mall                                                                                     6,756
  10      Morgan Resort Portfolio                                                                              20,302
 10.1     Buena Vista Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                                                        4,836
  12      JPIM Self Storage Portfolio
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio
 13.1     Water's Edge
 13.2     Southern Pointe
          ------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                                                   6,234
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                                                            17,901    1,174,293
  19      300 7th Street                                                                                        2,988
  20      Bawabeh VII - Banco Popular                                                                             694
          ------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                         60,160                                        214,840
  22      Westin Portland                                                                                      33,704
  23      Shoppes at Dadeland                                                                                   1,315
  24      Montego Bay Apartments                                                                                8,750
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                                                      5,900
          ------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                                               2,203
  27      Hampton Inn Manhattan                                                      4% of monthly operating revenues
          ------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park
  29      North Bronx Portfolio                                                                                11,495
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County                                                                               9,800
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          ------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                  3,656,550                             6,646    4,000,000
  33      Casual Male HQ
  34      Heron Cay MHP                                                                                         1,742
          ------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                                                8,200
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater                                                                                   8,200
  38      Skylark Pointe
  39      Villa Lucia Apartments                                             52,000
          ------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                                                    2,474    1,000,000
  41      The Park at Spanish Ridge                                                                             1,399
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                                                 6,400
          ------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                                                        599
  44      Morningstar Apartments                                                                                2,194
  45      CityPlace II                                                                                          4,869
  46      Hotel Lucia                                                                                          20,590
          Annunziata Multifamily Portfolio                                   56,900
          ------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                           28,800                                          6,200
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                             17,600                                          1,900
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                           10,500
          ------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max                                                                                            21,185
  52      University Commons - Bloomington
          ------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                                                                955
  55      Minnesota Office Building                                                                             5,500
  56      Home Interiors & Gifts
  57      Cambridge at Southern                                                                                 5,875
          ------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                                           5,875
  59      Sabre Office Centre                                                                                   1,665
  60      Colony Woods                                                                                          8,990
  61      Mission Hills Shopping Center                                                                         1,064
  62      University Commons - Urbana
          ------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                  35,000
  64      Lake Laurie and Lake George Resorts                                                                   4,092
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                          4% of monthly gross revenues
          ------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                                          5,125
  67      University Commons - Eugene
  68      Atlantic Crossings
  69      17320 Gale Avenue
  70      Towne South Center                                                                                    1,352
          ------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                  525,000
  72      Embarcadero Club Apartments                                                                           8,420
  73      Embarcadero Business Park                                                                             2,538
  74      Arcadia Park Apartments                                                                               5,400
  75      Casa de Luna                                                       20,400                             1,700
          ------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                        80,000
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                                                           832
  78      500 Victory Road                                                                                      2,600
          ------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                                                     1,160
  80      Safety Storage portfolio                                                                              4,804
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                                                       12,759
  82      Rio Verde MHC-IPG                                                                                       840
  83      Valencia Medical Building                                                                               742      323,012
          ------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                                                  1,655      150,000
  85      Stonebridge Medical Center                                                                                       389,000
  86      290 Madison Avenue                                                                                      635
  87      Marrietta Plaza                                                   175,000                             5,681      225,000
  88      Designer Outlet Center                                                                                1,370
          ------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                                                 6,670
  90      266 Washington Avenue                                                                                 2,355
  91      Hampton Inn Salt Lake City                                        157,944                            13,162
  92      Summit Park Apartments                                                                                5,688
  93      Capistrano Self Storage                                                                               1,065
          ------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                                      2,915
  95      Shoppes at Savannah                                                                                   1,640
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                                                           542
          ------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                                                   515
  100     Lake Lucerne Towers                                                                                   3,520
  101     Vestin Corporate Center                                                                                 683      700,000
  102     Gwinnett Medical Office                                                                                 750
  103     Marks Portfolio
          ------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive
  105     Bay Court Plaza                                                    54,973                             2,342
          ------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                                              840
  107     Warner Palms Apartments                                                                               1,429
  108     Marsh Store 01                                                    146,100
  109     Lock Up Portfolio                                                                                     1,541
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                                                            618
  111     Gold Coast Business Center                                                                              697
  112     Marsh Store 03                                                    135,324
          ------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                                     2,000
  114     East Wintonbury Apartments                                                                            2,313
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing                                                                                        1,840
  117     Park Avenue Villas                                                                                    3,019
          ------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                               3,450
  119     Mission Self Storage                                                                                  1,070
  120     Sweetwater & Sugar Lakes                                                                                755
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                                                    7,145
  122     Pines at Lanier                                                                                       3,271
  123     Fairways Apartments                                                                                   2,167
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard                                                                              890
----------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                                                3,045      300,000
  127     1 North Central Avenue                                                                                  240
  128     Fairfield Inn Manhattan KS                                                                            7,371
  129     Marina Lakes Office Building                                                                            811
  130     Murray Hill Office Center                                                                             1,655
          ------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                                                       2,800
  132     Bloomington Self Storage                                                                              1,050
  133     Signature Place                                                   110,000                             1,349      125,000
  134     Planters Run Apartments                                                                               1,500
  135     Westchase Plaza                                                                                         810
          ------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                                                      950
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                                                1,215
  138     Parliament Bend                                                                                       3,886
          ------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                                                      870
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville                                                                      6,184
  141     River View Plaza                                                                                        438
          ------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                                                              227
  143     Crystal Pointe                                                                                          988      130,000
  144     Holiday Inn Express-Lexington SC                                                                      3,750
  145     Linkside Apartments                                                                                   1,125
  146     Town Center- Sugarland                                                                                  265
          ------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                                                   524
  148     29 Barstow Road                                                                                         374
  149     York Green
  150     777 Sunrise Highway                                                                                     420
  151     Storage One Durango                                                                                     905
          ------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                                                  745
  153     Noah's Ark Self Storage Hwy 281                                                                         815
  154     Walgreen's at Traverse City
  155     Terrace View Apartments                                                                               1,963
  156     Apache MHC                                                                                              535
          ------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                                                      743      150,000
  158     Eagle Ridge Apartments
  159     Indianola: North American & Parkside
 159.1    North American
 159.2    Parkside
          ------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza
  164     Hollywood Mini Storage                                                                                  265
          ------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC                                                                                            735
  167     Walgreens Milsboro                                                                                      100
  168     A-1 Secure Storage                                                                                      889
  169     Lee Plaza                                                                                               286       30,000
          ------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                                              3,150
  171     Commercial Menaul                                                                                       917
  172     Pine Haven Mobile Home Park                                                                             308
  173     3391 Berlin Turnpike


                                                                                       MONTHLY       UPFRONT       MONTHLY
                                                                                        TI/LC          TAX           TAX
  ID                                    PROPERTY NAME                                 RESERVES      RESERVES      RESERVES
------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America
   2      Four Allen Center
   3      EZ Storage Portfolio                                                                       $1,120,619      $304,721
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          --------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          --------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          --------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          --------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          --------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          --------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          --------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          --------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          --------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          --------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                                                         1,229,667       180,767
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          --------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                                      $25,197       418,636       209,319
   5      369 Lexington Avenue                                                             15,666       229,359       114,680
   6      2 West 46th Street                                                                9,531       189,277        94,639
          --------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                                                            3,298,256       366,473
   8      Victoria Ward Industrial, Gateway & Village
   9      Sierra Vista Mall                                                                20,058       313,533        22,707
  10      Morgan Resort Portfolio                                                                       274,628        39,872
 10.1     Buena Vista Resort
          --------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          --------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          --------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101
  12      JPIM Self Storage Portfolio                                                                   255,240
 12.1     Waipahu
 12.2     San Francisco
          --------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          --------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          --------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                                                 157,360        78,680
 13.1     Water's Edge
 13.2     Southern Pointe
          --------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          --------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          --------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          --------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          --------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          --------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          --------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          --------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          --------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                                           104,079        52,040
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia                                                          536,917        79,833
 16.1     Country Inn & Suites Mall of America
          --------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                                               467,382        66,768
  18      Golf Mill Shopping Center                                                                     740,671       246,890
  19      300 7th Street                                                                                211,936        52,984
  20      Bawabeh VII - Banco Popular
          --------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                                                     81,388
  22      Westin Portland                                                                                75,333        25,111
  23      Shoppes at Dadeland                                                               8,240
  24      Montego Bay Apartments                                                                         24,123        24,124
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                                               40,110        12,154
          --------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                          11,012        52,663        26,332
  27      Hampton Inn Manhattan                                                                         201,053         5,027
          --------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park
  29      North Bronx Portfolio                                                                          60,202        60,202
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          --------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          --------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County                                                                       252,080        28,009
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          --------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                                                211,684        35,281
  33      Casual Male HQ
  34      Heron Cay MHP                                                                                                16,134
          --------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                                        178,000        22,250
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater                                                                           215,677        23,964
  38      Skylark Pointe                                                                                 86,724        21,681
  39      Villa Lucia Apartments                                                                         95,570        15,929
          --------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                               15,500        19,443         3,889
  41      The Park at Spanish Ridge                                                         9,325        18,626         6,209
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                                          23,524        23,524
          --------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                                              280,754        70,189
  44      Morningstar Apartments                                                                         52,508        10,502
  45      CityPlace II                                                                     12,213       142,200       142,200
  46      Hotel Lucia                                                                                    10,251         3,417
          Annunziata Multifamily Portfolio                                                               55,682        27,841
          --------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                                       32,404        16,202
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          --------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                                                         15,910         7,955
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                                                         7,368         3,684
          --------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                                                               50,984        25,492
  51      Hotel Max                                                                                      49,000        12,250
  52      University Commons - Bloomington                                                              108,003        27,001
          --------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                                          6,365       149,259        12,439
  55      Minnesota Office Building                                                        14,020        68,802        13,760
  56      Home Interiors & Gifts
  57      Cambridge at Southern                                                                          13,167        13,167
          --------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                                    15,593        15,593
  59      Sabre Office Centre                                                              13,640       139,718        13,972
  60      Colony Woods                                                                                   35,857        11,952
  61      Mission Hills Shopping Center                                                     1,702       125,220        11,640
  62      University Commons - Urbana                                                                    53,498        13,374
          --------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts                                                            28,256         9,272
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                                         159,588        19,949
          --------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                                   99,643         9,058
  67      University Commons - Eugene                                                                   171,792        21,474
  68      Atlantic Crossings
  69      17320 Gale Avenue
  70      Towne South Center                                                                6,897        37,084        18,542
          --------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments                                                                    15,760        15,760
  73      Embarcadero Business Park                                                        13,145        32,402        16,201
  74      Arcadia Park Apartments                                                                        47,074        11,769
  75      Casa de Luna                                                                                   64,149         8,420
          --------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                                    13,740        13,740
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                                                                 8,009
  78      500 Victory Road                                                                 12,997       118,753        39,585
          --------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                                              11,178         5,589
  80      Safety Storage portfolio                                                                                     23,223
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          --------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                                                 27,987         9,906
  82      Rio Verde MHC-IPG                                                                                            11,171
  83      Valencia Medical Building                                                         4,823        30,990         8,136
          --------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                              1,320        77,233        25,744
  85      Stonebridge Medical Center                                                                      3,615         1,807
  86      290 Madison Avenue                                                                2,667        19,688        19,887
  87      Marrietta Plaza                                                                   5,833        31,565        10,532
  88      Designer Outlet Center                                                            6,575        57,171        19,057
          --------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                                          74,333        14,867
  90      266 Washington Avenue                                                                         103,978        17,330
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments                                                                        166,514        18,502
  93      Capistrano Self Storage                                                                         9,234         3,078
          --------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                               36,227        18,113
  95      Shoppes at Savannah                                                               9,982                       8,181
  96      Mesa Gardens                                                                                   43,921         7,320
  97      Raymour & Flanigan Paramus                                                                     18,988        18,988
  98      Office Max Plaza - Scottsdale                                                     9,000        39,914         7,983
          --------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                             2,550        69,946        10,599
  100     Lake Lucerne Towers                                                                            30,933        10,311
  101     Vestin Corporate Center                                                           3,412         8,938         4,469
  102     Gwinnett Medical Office                                                           5,055
  103     Marks Portfolio
          --------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                                                              5,711         5,711
  105     Bay Court Plaza                                                                   5,777        46,002         7,667
          --------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                                     11,707         3,902
  107     Warner Palms Apartments                                                                        19,000         6,333
  108     Marsh Store 01
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          --------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                                      1,546        23,165         7,722
  111     Gold Coast Business Center                                                        4,167        23,320         5,830
  112     Marsh Store 03
          --------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                              12,884        12,884
  114     East Wintonbury Apartments                                                                     71,600        11,933
  115     Hawthorne Suites - Champaign, IL                                                               99,294        19,859
  116     River Crossing                                                                                 24,281         8,904
  117     Park Avenue Villas                                                                             15,587         7,794
          --------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                                          22,000        22,000
  119     Mission Self Storage                                                                            5,158         5,158
  120     Sweetwater & Sugar Lakes                                                          3,465         6,461         4,505
 120.1    Sweetwater
 120.2    Sugar Lakes
          --------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                                                            8,038
  122     Pines at Lanier                                                                                 7,299         5,123
  123     Fairways Apartments                                                                            22,001         7,088
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard                                                        1,050
------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                                         31,146         7,787
  127     1 North Central Avenue                                                              600        49,347        11,228
  128     Fairfield Inn Manhattan KS                                                                     55,512         7,930
  129     Marina Lakes Office Building                                                                   95,508         9,551
  130     Murray Hill Office Center                                                         6,250        31,506        15,760
          --------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                                                36,784         9,196
  132     Bloomington Self Storage                                                                       48,878         8,146
  133     Signature Place                                                                                 3,505         3,505
  134     Planters Run Apartments                                                                         9,892         2,473
  135     Westchase Plaza                                                                                15,878         5,292
          --------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                                              4,563         2,281
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                                         37,348         4,150
  138     Parliament Bend                                                                                              15,451
          --------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                                             17,895         3,579
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville                                                               40,034         4,003
  141     River View Plaza                                                                  2,265        22,902         3,816
          --------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                                          680        26,949         2,073
  143     Crystal Pointe                                                                    5,417        22,884        11,442
  144     Holiday Inn Express-Lexington SC                                                                4,981         4,981
  145     Linkside Apartments                                                                             5,716         1,429
  146     Town Center- Sugarland                                                            2,360         4,571         4,571
          --------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                             2,050        29,914         3,739
  148     29 Barstow Road                                                                   1,981        64,293        14,331
  149     York Green                                                                                     14,656         7,328
  150     777 Sunrise Highway                                                               2,240        26,488        13,244
  151     Storage One Durango
          --------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                                         34,618         4,945
  153     Noah's Ark Self Storage Hwy 281                                                                60,621         5,511
  154     Walgreen's at Traverse City
  155     Terrace View Apartments                                                                        23,903         4,781
  156     Apache MHC                                                                                     21,941         3,657
          --------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                                                          5,561         5,561
  159     Indianola: North American & Parkside                                                           26,442         6,889
 159.1    North American
 159.2    Parkside
          --------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza                                                                                 5,267         1,317
  164     Hollywood Mini Storage                                                                         38,921         3,538
          --------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                                 2,425         2,425
  166     Contempo MHC                                                                                    8,471         4,236
  167     Walgreens Milsboro
  168     A-1 Secure Storage                                                                             15,475         1,719
  169     Lee Plaza                                                                                       7,233         2,411
          --------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                                        1,330         1,330
  171     Commercial Menaul                                                                               8,983         1,123
  172     Pine Haven Mobile Home Park                                                                                   2,699
  173     3391 Berlin Turnpike                                                                            4,237         1,059


                                                                                      UPFRONT          MONTHLY         UPFRONT
                                                                                     INSURANCE        INSURANCE      ENGINEERING
  ID                                    PROPERTY NAME                                 RESERVES        RESERVES         RESERVE
----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                                                                $ 25,000
   2      Four Allen Center
   3      EZ Storage Portfolio                                                           $33,076             $33,076      837,178
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                                     179,695              16,930
   5      369 Lexington Avenue                                                           102,695               9,930
   6      2 West 46th Street                                                              77,000               7,000
          ------------------------------------------------------------------------------------------------------------------------
   7      First City Tower
   8      Victoria Ward Industrial, Gateway & Village
   9      Sierra Vista Mall                                                                                   15,204
  10      Morgan Resort Portfolio                                                        270,606              30,067       68,113
 10.1     Buena Vista Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                                                       6,363
  12      JPIM Self Storage Portfolio                                                    210,818                           76,452
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                                  207,796              51,949    2,434,850
 13.1     Water's Edge
 13.2     Southern Pointe
          ------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                                             89,700               6,900
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                                                                                 230,000
  18      Golf Mill Shopping Center                                                      107,230              21,446    8,700,000
  19      300 7th Street                                                                  46,185               3,553      121,875
  20      Bawabeh VII - Banco Popular
          ------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI
  22      Westin Portland                                                                 28,889               6,110
  23      Shoppes at Dadeland
  24      Montego Bay Apartments                                                         103,543               9,413        2,500
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                               114,081              11,408       29,250
          ------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                         29,260               3,733
  27      Hampton Inn Manhattan                                                                                            11,625
          ------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park
  29      North Bronx Portfolio                                                           31,484              15,742      352,125
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County                                                         46,315               5,789
  31      Fort Collins Marriott Portfolio                                                                               3,747,473
 31.1     Fort Collins Marriott
          ------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                                                                  343,450
  33      Casual Male HQ                                                                                                   50,100
  34      Heron Cay MHP
          ------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                          36,233               4,529
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater                                                             26,368               4,395
  38      Skylark Pointe
  39      Villa Lucia Apartments                                                          39,282               3,022
          ------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street
  41      The Park at Spanish Ridge                                                        7,209               3,542
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                                           33,973               4,247
          ------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II                                                                    72,113               9,015
  46      Hotel Lucia                                                                     41,183               4,576
          Annunziata Multifamily Portfolio
          ------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                                                                          20,313
          ------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max                                                                       44,169               4,908
  52      University Commons - Bloomington
          ------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                                        23,002               3,286
  55      Minnesota Office Building
  56      Home Interiors & Gifts
  57      Cambridge at Southern                                                            8,660               4,330
          ------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                     28,167              14,083      240,000
  59      Sabre Office Centre                                                             67,316               8,415
  60      Colony Woods                                                                    51,890               6,857
  61      Mission Hills Shopping Center                                                   28,545               2,600       12,650
  62      University Commons - Urbana
          ------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts                                             43,151               4,315      145,621
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                           31,814               3,977
          ------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                    13,112               4,371
  67      University Commons - Eugene
  68      Atlantic Crossings
  69      17320 Gale Avenue
  70      Towne South Center                                                               2,254               2,254
          ------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments                                                     20,200              10,100      586,875
  73      Embarcadero Business Park                                                       35,682               2,974
  74      Arcadia Park Apartments                                                         11,761               5,881
  75      Casa de Luna                                                                    13,200               1,650
          ------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                      4,323               1,441
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road                                                                46,205               4,621
          ------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza
  80      Safety Storage portfolio                                                        19,917               2,490       54,375
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                                   6,159               3,080       33,125
  82      Rio Verde MHC-IPG                                                                8,962                 815
  83      Valencia Medical Building                                                       14,041               1,404
          ------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                            14,688               3,672       23,500
  85      Stonebridge Medical Center                                                       5,843                 972
  86      290 Madison Avenue                                                               8,934               1,117       72,500
  87      Marrietta Plaza                                                                  5,640               1,128       30,000
  88      Designer Outlet Center                                                          10,829               3,610       51,729
          ------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                           27,970               6,992      760,656
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments                                                          50,870               5,087
  93      Capistrano Self Storage                                                          8,467               1,693
          ------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                                38,294               4,255
  95      Shoppes at Savannah                                                              6,121               3,060       47,469
  96      Mesa Gardens                                                                     6,837               3,419       77,163
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale                                                    3,878               1,939
          ------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                           14,688               1,335       36,425
  100     Lake Lucerne Towers                                                             80,000              10,000      556,194
  101     Vestin Corporate Center                                                          1,893                 947
  102     Gwinnett Medical Office
  103     Marks Portfolio
          ------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                                                                                4,375
  105     Bay Court Plaza                                                                 28,050               2,550      491,875
          ------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                         848                 848
  107     Warner Palms Apartments                                                         39,798               3,618
  108     Marsh Store 01
  109     Lock Up Portfolio                                                                                                21,625
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                                    10,509               2,621      217,125
  111     Gold Coast Business Center
  112     Marsh Store 03
          ------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                                6,460               2,154
  114     East Wintonbury Apartments                                                       7,106                          731,022
  115     Hawthorne Suites - Champaign, IL                                                81,919               7,447
  116     River Crossing                                                                   5,226               2,613
  117     Park Avenue Villas                                                              30,553               4,365       10,113
          ------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                                               11,693
  119     Mission Self Storage                                                               982                 982
  120     Sweetwater & Sugar Lakes                                                         2,246               1,123
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                              32,774               2,979
  122     Pines at Lanier                                                                 11,646               1,941        7,500
  123     Fairways Apartments                                                              7,940                           24,750
  124     Marsh Store 101
  125     5151 Tyler Lakes Boulevard
----------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                          43,852               4,386       19,563
  127     1 North Central Avenue                                                                                            3,500
  128     Fairfield Inn Manhattan KS
  129     Marina Lakes Office Building                                                    27,873              13,936       55,000
  130     Murray Hill Office Center                                                        1,530                 765       91,851
          ------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                                 11,332               1,417
  132     Bloomington Self Storage
  133     Signature Place                                                                  1,640                 820
  134     Planters Run Apartments                                                         13,133               2,189
  135     Westchase Plaza                                                                  5,234               1,309
          ------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                               1,011                 505
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                                           1,645               1,643
  138     Parliament Bend                                                                 11,949               5,974
          ------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                               3,920                 980       36,219
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville                                                 2,743               1,371
  141     River View Plaza                                                                 4,623               1,156
          ------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI
  143     Crystal Pointe                                                                  22,400              11,200       40,459
  144     Holiday Inn Express-Lexington SC                                                 5,345               1,782      330,000
  145     Linkside Apartments                                                             19,700               2,189
  146     Town Center- Sugarland                                                           1,653                 551
          ------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                            7,013                 638       19,125
  148     29 Barstow Road                                                                  2,543               2,543
  149     York Green                                                                       3,914                 979        5,625
  150     777 Sunrise Highway                                                              1,907                 649
  151     Storage One Durango
          ------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                           1,170                 390        6,875
  153     Noah's Ark Self Storage Hwy 281
  154     Walgreen's at Traverse City
  155     Terrace View Apartments                                                          2,959               1,479       29,656
  156     Apache MHC                                                                       2,846               1,423        4,188
          ------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                                             673                 336
  159     Indianola: North American & Parkside                                                                             26,875
 159.1    North American
 159.2    Parkside
          ------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard
  161     27754 Novi Road                                                                                                   1,875
  162     PETsMART Store
  163     San Pedro Plaza                                                                  6,058                 606
  164     Hollywood Mini Storage                                                           2,405                 806        3,775
          ------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC
  166     Contempo MHC
  167     Walgreens Milsboro
  168     A-1 Secure Storage                                                               1,467                 733
  169     Lee Plaza                                                                        2,009                 502        2,500
          ------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                        17,070               1,707
  171     Commercial Menaul                                                                2,843                 948
  172     Pine Haven Mobile Home Park                                                      1,705                 852
  173     3391 Berlin Turnpike                                                                                              1,875


                                                                                       OTHER
  ID                             PROPERTY NAME                                        RESERVES
-------------------------------------------------------------------------------------------------

   1      Mall of America
   2      Four Allen Center                                                          $39,096,005
   3      EZ Storage Portfolio                                                         6,201,250
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ---------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ---------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ---------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ---------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ---------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ---------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ---------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ---------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ---------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ---------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ---------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                                           354,233
   6      2 West 46th Street
          ---------------------------------------------------------------------------------------
   7      First City Tower                                                                11,746
   8      Victoria Ward Industrial, Gateway & Village
   9      Sierra Vista Mall                                                           18,257,777
  10      Morgan Resort Portfolio                                                      2,904,143
 10.1     Buena Vista Resort
          ---------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ---------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ---------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                                 712,621
  12      JPIM Self Storage Portfolio                                                      7,706
 12.1     Waipahu
 12.2     San Francisco
          ---------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ---------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ---------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                                1,000,000
 13.1     Water's Edge
 13.2     Southern Pointe
          ---------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                      129,812
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ---------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ---------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ---------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ---------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ---------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ---------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ---------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ---------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ---------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ---------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ---------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ---------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ---------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ---------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ---------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ---------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ---------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ---------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ---------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ---------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ---------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ---------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ---------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ---------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ---------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ---------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ---------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                                    4,770,384
  19      300 7th Street                                                               1,185,514
  20      Bawabeh VII - Banco Popular
          ---------------------------------------------------------------------------------------
  21      Bawabeh VI                                                                      67,200
  22      Westin Portland                                                              2,909,736
  23      Shoppes at Dadeland                                                             25,000
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                             1,588,269
          ---------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                                      3,500,000
  27      Hampton Inn Manhattan                                                          424,008
          ---------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                               49,037
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ---------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ---------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          ---------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                                 167,180
  33      Casual Male HQ
  34      Heron Cay MHP
          ---------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          ---------------------------------------------------------------------------------------
  40      1900 Bryant Street
  41      The Park at Spanish Ridge                                                    4,120,808
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way
          ---------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II
  46      Hotel Lucia                                                                    152,981
          Annunziata Multifamily Portfolio
          ---------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ---------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          ---------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          ---------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                                     2,460,000
  55      Minnesota Office Building                                                       20,000
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          ---------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                                            250,000
  60      Colony Woods                                                                 2,750,000
  61      Mission Hills Shopping Center                                                   35,226
  62      University Commons - Urbana
          ---------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts                                            730,972
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                                        2,100,000
          ---------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                    10,600
  67      University Commons - Eugene
  68      Atlantic Crossings
  69      17320 Gale Avenue
  70      Towne South Center                                                             170,000
          ---------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                                    2,044,753
  74      Arcadia Park Apartments                                                        660,000
  75      Casa de Luna                                                                   700,000
          ---------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                  1,300,000
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road
          ---------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                              800,000
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ---------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                                      664,964
          ---------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                         1,182,373
  85      Stonebridge Medical Center                                                     888,000
  86      290 Madison Avenue                                                             500,000
  87      Marrietta Plaza
  88      Designer Outlet Center                                                         360,620
          ---------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                          324,000
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          ---------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale
          ---------------------------------------------------------------------------------------
  99      Giant Shopping Center
  100     Lake Lucerne Towers
  101     Vestin Corporate Center
  102     Gwinnett Medical Office
  103     Marks Portfolio
          ---------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                                           2,000,000
  105     Bay Court Plaza                                                                 20,488
          ---------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01                                                                 432,666
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          ---------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center
  111     Gold Coast Business Center                                                     132,472
  112     Marsh Store 03                                                                 399,257
          ---------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas                                                             300,000
          ---------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater
 120.2    Sugar Lakes
          ---------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier                                                                100,000
  123     Fairways Apartments                                                             90,750
  124     Marsh Store 101                                                                339,126
  125     5151 Tyler Lakes Boulevard
-------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard
  127     1 North Central Avenue
  128     Fairfield Inn Manhattan KS                                                     325,000
  129     Marina Lakes Office Building
  130     Murray Hill Office Center                                                       54,260
          ---------------------------------------------------------------------------------------
  131     Westland Square Shopping Center
  132     Bloomington Self Storage                                                       128,700
  133     Signature Place
  134     Planters Run Apartments
  135     Westchase Plaza
          ---------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          ---------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                              50,000
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                                                32,795
          ---------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                                     100,000
  143     Crystal Pointe                                                                 105,647
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                                         470,866
          ---------------------------------------------------------------------------------------
  147     Euclid Medical Center
  148     29 Barstow Road
  149     York Green
  150     777 Sunrise Highway                                                            682,189
  151     Storage One Durango
          ---------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281                                                686,400
  154     Walgreen's at Traverse City
  155     Terrace View Apartments
  156     Apache MHC
          ---------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                                          20,000
  159     Indianola: North American & Parkside                                            30,000
 159.1    North American
 159.2    Parkside
          ---------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                                      69,445
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza                                                                 36,900
  164     Hollywood Mini Storage
          ---------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                 89,740
  166     Contempo MHC
  167     Walgreens Milsboro
  168     A-1 Secure Storage
  169     Lee Plaza
          ---------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul
  172     Pine Haven Mobile Home Park                                                    250,000
  173     3391 Berlin Turnpike


                                                                                                  OTHER
                                                                                                 RESERVES
  ID                             PROPERTY NAME                                                 DESCRIPTION
----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America
   2      Four Allen Center                                             Free Rent Reserve (24,832,941); Additional Rent Reserve
                                                                          (14,263,064)
   3      EZ Storage Portfolio                                          Debt Service Reserve (5,400,000.00), Environmental
                                                                          Escrow (801,250.00)
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio
   5      369 Lexington Avenue                                          Rent Reserve
   6      2 West 46th Street
          ------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                              Ground Rent Escrow
   8      Victoria Ward Industrial, Gateway & Village
   9      Sierra Vista Mall                                             Earnout Holdback (17,277,777); Theater Rent Reserve
                                                                          (230,000); Theater TI Reserve (750,000)
  10      Morgan Resort Portfolio                                       Seasonality Reserve($2,887,142.86); Environmental Reserve
                                                                          ($17,000)
 10.1     Buena Vista Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                Ground Rent Reserve ($712,621 per annum with escalations)
  12      JPIM Self Storage Portfolio                                   Ground Lease Reserve
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                 Interest Reserve
 13.1     Water's Edge
 13.2     Southern Pointe
          ------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                     Ground Rent Reserve
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia
 16.1     Country Inn & Suites Mall of America
          ------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore
  18      Golf Mill Shopping Center                                     Upfront Performance Holdback (4,000,000.00); Free Rent
                                                                          Escrow (437,051.00); Seed TI/LC Escrow (300,000.00);
                                                                          Kerasotes Rent Commencement Escrow (33,333.00)
  19      300 7th Street                                                Seller's Rent Escrow
  20      Bawabeh VII - Banco Popular
          ------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                    Tenant Work Reserve
  22      Westin Portland                                               Hotel Upgrade Reserve (1,500,000); Franchise Reserve
                                                                          (1,409,736)
  23      Shoppes at Dadeland                                           Estoppel Escrow Fund
  24      Montego Bay Apartments
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts              Debt Service Reserve
          ------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                       Earnout Holdback
  27      Hampton Inn Manhattan                                         State Tax Escrow (24,813); PIP Completion Escrow (399,195)
          ------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                             Special Tenant Escrow Fund
  29      North Bronx Portfolio
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County
  31      Fort Collins Marriott Portfolio
 31.1     Fort Collins Marriott
          ------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                Blue Cross/Blue Shield Reserve
  33      Casual Male HQ
  34      Heron Cay MHP
          ------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek
  36      C&S Grocers, Inc. Building
  37      Links at Stillwater
  38      Skylark Pointe
  39      Villa Lucia Apartments
          ------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street
  41      The Park at Spanish Ridge                                     Pinnacle Space Reserve ($1,448,475); SKG Lease Reserve
                                                                          ($1,100,000); Raw Space Reserve ($970,000); Debt Service
                                                                          Reserve ($602,333.33)
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way
          ------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street
  44      Morningstar Apartments
  45      CityPlace II
  46      Hotel Lucia                                                   Typhoon Restaurant Reserve
          Annunziata Multifamily Portfolio
          ------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II
          ------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place
  51      Hotel Max
  52      University Commons - Bloomington
          ------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center
  54      Physicians Medical Center of Baton Rouge                      Earnout Holdback
  55      Minnesota Office Building                                     Environmental
  56      Home Interiors & Gifts
  57      Cambridge at Southern
          ------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley
  59      Sabre Office Centre                                           Rental Increase Reserve Fund
  60      Colony Woods                                                  Holdback Escrow
  61      Mission Hills Shopping Center                                 Rent Holdback
  62      University Commons - Urbana
          ------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford
  64      Lake Laurie and Lake George Resorts                           Seasonality Reserve
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                         Renovation Escrow
          ------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                  Certificate of Occupany Escrow
  67      University Commons - Eugene
  68      Atlantic Crossings
  69      17320 Gale Avenue
  70      Towne South Center                                            Master Lease Reserve
          ------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments
  72      Embarcadero Club Apartments
  73      Embarcadero Business Park                                     Alameda Behavioral Care Rollover Fund
  74      Arcadia Park Apartments                                       Rehabilitation Reserve
  75      Casa de Luna                                                  Earnout Reserve
          ------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                   Earnout Holdback
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP
  78      500 Victory Road
          ------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                             Surgical Skills Reserve(300,000.00); Leasing Reserve
                                                                          (500,000.00)
  80      Safety Storage portfolio
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas
  82      Rio Verde MHC-IPG
  83      Valencia Medical Building                                     578,699 Rent Reserve; 86,265 Free Rent Reserve.
          ------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                          New Tenant Escrow Fund, Earnout Paydown Cost Escrow,
                                                                          Earnout Escrow Fund, Rental Increase Escrow Fund, Air
                                                                          Chiller's Escrow Fund
  85      Stonebridge Medical Center                                    Rental Escrow (188,000.00); Holdback (700,000.00)
  86      290 Madison Avenue                                            Debt Service Reserve
  87      Marrietta Plaza
  88      Designer Outlet Center                                        Design Within Reach Reserve Fund (100,620) and Children's
                                                                          Place Reserve Fund (260,000)
          ------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                         Building 34 Construction
  90      266 Washington Avenue
  91      Hampton Inn Salt Lake City
  92      Summit Park Apartments
  93      Capistrano Self Storage
          ------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station
  95      Shoppes at Savannah
  96      Mesa Gardens
  97      Raymour & Flanigan Paramus
  98      Office Max Plaza - Scottsdale
          ------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center
  100     Lake Lucerne Towers
  101     Vestin Corporate Center
  102     Gwinnett Medical Office
  103     Marks Portfolio
          ------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                            Earnout Holdback (2,000,000)
  105     Bay Court Plaza                                               Rent Holdback
          ------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium
  107     Warner Palms Apartments
  108     Marsh Store 01                                                Rent Reserve Escrow
  109     Lock Up Portfolio
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center
  111     Gold Coast Business Center                                    Ground Rent
  112     Marsh Store 03                                                Rent Reserve Escrow
          ------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street
  114     East Wintonbury Apartments
  115     Hawthorne Suites - Champaign, IL
  116     River Crossing
  117     Park Avenue Villas                                            Earnout Reserve
          ------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North
  119     Mission Self Storage
  120     Sweetwater & Sugar Lakes
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel
  122     Pines at Lanier                                               Rehabilitation Reserve
  123     Fairways Apartments                                           Renovation Holdback
  124     Marsh Store 101                                               Rent Reserve Escrow
  125     5151 Tyler Lakes Boulevard
----------------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard
  127     1 North Central Avenue
  128     Fairfield Inn Manhattan KS                                    PIP Escrow
  129     Marina Lakes Office Building
  130     Murray Hill Office Center                                     Rent Holdback
          ------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center
  132     Bloomington Self Storage                                      Earnout Escrow Fund (117,000); Earnout Paydown Cost Escrow
                                                                          Fund (11,700)
  133     Signature Place
  134     Planters Run Apartments
  135     Westchase Plaza
          ------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage
  138     Parliament Bend
          ------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                            Rent Escrow
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville
  141     River View Plaza                                              Radiant Imaging Escrow Fund (20,000); Gaffney Events
                                                                          Escrow Fund (7,695); Possinger Escrow Fund (5,100)
          ------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                    Seasonality Reserve
  143     Crystal Pointe                                                Environmental Reserve ($4,375), Rent Reserve ($101,272)
  144     Holiday Inn Express-Lexington SC
  145     Linkside Apartments
  146     Town Center- Sugarland                                        Existing Tenant Escrow (341,525.28); Rent Step-Up Escrow
                                                                          (14,340.6); Earn-Out Escrow Fund (115,000)
          ------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center
  148     29 Barstow Road
  149     York Green
  150     777 Sunrise Highway                                           Rental Increase Reserve Fund (69,000); Prepaid Rents
                                                                          (613,188.92)
  151     Storage One Durango
          ------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage
  153     Noah's Ark Self Storage Hwy 281                               Earnout Escrow Fund (624,000); Earnout Paydown Escrow Fund
                                                                          (62,400)
  154     Walgreen's at Traverse City
  155     Terrace View Apartments
  156     Apache MHC
          ------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building
  158     Eagle Ridge Apartments                                        Assumption Escrow Fund
  159     Indianola: North American & Parkside                          Capital Improvement Fund
 159.1    North American
 159.2    Parkside
          ------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                    Rental Reserve
  161     27754 Novi Road
  162     PETsMART Store
  163     San Pedro Plaza                                               Little Caesar's Escrow Fund, Yoshinoya Escrow Fun
  164     Hollywood Mini Storage
          ------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                               Debt Service Escrow Fund
  166     Contempo MHC
  167     Walgreens Milsboro
  168     A-1 Secure Storage
  169     Lee Plaza
          ------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church
  171     Commercial Menaul
  172     Pine Haven Mobile Home Park                                   Earnout Reserve
  173     3391 Berlin Turnpike


                                                                                      ENVIRONMENTAL
                                                                                          REPORT        ENGINEERING
  ID                             PROPERTY NAME                                             DATE         REPORT DATE
---------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                                               11/1/2006        9/29/2006
   2      Four Allen Center                                                             9/11/2006        9/11/2006
   3      EZ Storage Portfolio                                                           Various         9/20/2006
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)                                  9/20/2006        9/20/2006
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)                        9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI                                           9/20/2006        9/20/2006
  3.4     EZ Storage Portfolio - Southfield, MI                                         9/20/2006        9/20/2006
  3.5     EZ Storage Portfolio - Lynnfield, MA                                          9/20/2006        9/20/2006
  3.6     EZ Storage Portfolio - Eastpointe, MI                                         9/20/2006        9/20/2006
  3.7     EZ Storage Portfolio - Warren, MI                                             9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN                                     9/20/2006        9/20/2006
  3.9     EZ Storage Portfolio - Troy, MI                                               9/20/2006        9/20/2006
 3.10     EZ Storage Portfolio - Redford, MI                                            9/20/2006        9/20/2006
 3.11     EZ Storage Portfolio - Peabody,  MA                                           9/20/2006        9/20/2006
 3.12     EZ Storage Portfolio - Tewksbury, MA                                          9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA                                          9/20/2006        9/20/2006
 3.14     EZ Storage Portfolio - South Euclid, OH                                       9/20/2006        9/20/2006
 3.15     EZ Storage Portfolio - Rochester Hills, MI                                    9/20/2006        9/20/2006
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)                     9/20/2006        9/20/2006
 3.17     EZ Storage Portfolio - Warwick, RI                                            9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)                     9/30/2006        9/20/2006
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI                                   10/2/2006        9/20/2006
 3.20     EZ Storage Portfolio - Grand River, MI                                        9/20/2006        9/20/2006
 3.21     EZ Storage Portfolio - Shrewsbury, MA                                         9/20/2006        9/20/2006
 3.22     EZ Storage Portfolio - Chelmsford, MA                                         9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA                                            9/20/2006        9/20/2006
 3.24     EZ Storage Portfolio - Auburn Hills, MI                                       9/20/2006        9/20/2006
 3.25     EZ Storage Portfolio - Dearborn Heights, MI                                   9/20/2006        9/20/2006
 3.26     EZ Storage Portfolio - Livonia, MI                                            9/20/2006        9/20/2006
 3.27     EZ Storage Portfolio - Lincoln Park, MI                                       9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)                        9/20/2006        9/20/2006
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)                       9/20/2006        9/20/2006
 3.30     EZ Storage Portfolio - Reading, OH                                            9/20/2006        9/20/2006
 3.31     EZ Storage Portfolio - Center Line, MI                                        9/20/2006        9/20/2006
 3.32     EZ Storage Portfolio - Dearborn, MI                                           9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)                        9/20/2006        9/20/2006
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)                     9/20/2006        9/20/2006
 3.35     EZ Storage Portfolio - Cleveland Heights, OH                                  9/20/2006        9/20/2006
 3.36     EZ Storage Portfolio - Taylor, MI                                             9/20/2006        9/20/2006
 3.37     EZ Storage Portfolio - Woodbury, MN                                           9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)                          9/20/2006        9/20/2006
 3.39     EZ Storage Portfolio - Eagan, MN                                              9/20/2006        9/20/2006
 3.40     EZ Storage Portfolio - New Brighton, MN                                       9/20/2006        9/20/2006
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)                   9/20/2006        9/20/2006
 3.42     EZ Storage Portfolio - North Bend, OH                                         9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI                                   9/20/2006        9/20/2006
 3.44     EZ Storage Portfolio - Sterling Heights, MI                                   9/20/2006        9/20/2006
 3.45     EZ Storage Portfolio - Marsh Lane, TX                                         9/20/2006        9/20/2006
 3.46     EZ Storage Portfolio - Burnsville, MN                                         9/20/2006        9/20/2006
 3.47     EZ Storage Portfolio - Coon Rapids, MN                                        9/20/2006        9/20/2006
          -----------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN                                    9/20/2006        9/20/2006
   4      JQH Hotel Portfolio                                                            Various        10/23/2006
  4.1     Embassy Suites Frisco                                                        10/24/2006       10/23/2006
  4.2     Embassy Suites Hampton                                                       10/24/2006       10/23/2006
  4.3     Embassy Suites Hot Springs                                                   10/24/2006       10/23/2006
          -----------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield                                              10/24/2006       10/23/2006
  4.5     Courtyard by Marriott Junction City                                          10/23/2006       10/23/2006
          Manhattan Office Portfolio                                                    11/3/2006        11/3/2006
   5      369 Lexington Avenue                                                          11/3/2006        11/3/2006
   6      2 West 46th Street                                                            11/3/2006        11/3/2006
          -----------------------------------------------------------------------------------------------------------
   7      First City Tower                                                               8/1/2006        8/1/2006
   8      Victoria Ward Industrial, Gateway & Village                                   9/22/2006        9/27/2006
   9      Sierra Vista Mall                                                             11/2/2006        11/2/2006
  10      Morgan Resort Portfolio                                                        Various          Various
 10.1     Buena Vista Resort                                                            5/25/2006        5/25/2006
          -----------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort                                                              6/2/2006        6/2/2006
 10.3     Crystal Lake Resort                                                            6/6/2006        6/2/2006
 10.4     Yogi Jellystone Resort OH                                                      6/2/2006        6/2/2006
 10.5     Grand Lakes Resort                                                             6/2/2006        6/2/2006
 10.6     Mountain Pines Resort                                                          6/2/2006        6/2/2006
          -----------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort                                                             6/6/2006        6/2/2006
 10.8     Three Lakes Resort                                                            5/24/2006        5/26/2006
 10.9     Blueberry Hill Resort FL                                                       6/2/2006        6/2/2006
 10.10    Blueberry Resort NJ                                                            6/2/2006        6/2/2006
 10.11    Coldbrook Resort                                                               6/2/2006        6/2/2006
          -----------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ                                                      6/2/2006        6/2/2006
  11      Scottsdale 101                                                                 6/1/2006        9/15/2006
  12      JPIM Self Storage Portfolio                                                   8/10/2006         Various
 12.1     Waipahu                                                                       8/10/2006        7/11/2006
 12.2     San Francisco                                                                 8/10/2006        7/11/2006
          -----------------------------------------------------------------------------------------------------------
 12.3     Southampton                                                                   8/10/2006        7/11/2006
 12.4     Metairie                                                                      8/10/2006        7/11/2006
 12.5     Philadelphia                                                                  8/10/2006        7/13/2006
 12.6     Berkeley                                                                      8/10/2006        7/11/2006
 12.7     Kingwood                                                                      8/10/2006        7/11/2006
          -----------------------------------------------------------------------------------------------------------
 12.8     Pennsauken                                                                    8/10/2006        7/17/2006
 12.9     Los Angeles                                                                   8/10/2006        7/11/2006
 12.10    Vallejo                                                                       8/10/2006        7/11/2006
 12.11    Bedford                                                                       8/10/2006        7/11/2006
 12.12    West Palm Beach                                                               8/10/2006        7/11/2006
          -----------------------------------------------------------------------------------------------------------
 12.13    Fort Worth                                                                    8/10/2006        7/11/2006
 12.14    Euless                                                                        8/10/2006        7/11/2006
  13      Broward Multifamily Portfolio                                                 8/16/2006        8/21/2006
 13.1     Water's Edge                                                                  8/16/2006        8/21/2006
 13.2     Southern Pointe                                                               8/16/2006        8/21/2006
          -----------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                                      Various
 14.1     Ryans                                                                         6/29/2006
 14.2     Ryans                                                                         6/14/2006
 14.3     Fire Mountain                                                                 6/14/2006
 14.4     Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain                                                                 6/14/2006
 14.6     Ryans                                                                         6/23/2006
 14.7     Ryans                                                                         6/14/2006
 14.8     Ryans                                                                         6/14/2006
 14.9     Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.10    Ryans                                                                         6/14/2006
 14.11    Ryans                                                                         6/29/2006
 14.12    Ryans                                                                         6/14/2006
 14.13    Ryans                                                                         6/14/2006
 14.14    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet                                                            7/18/2006
 14.16    Ryans                                                                         6/26/2006
 14.17    Ryans                                                                         6/14/2006
 14.18    Ryans                                                                         6/14/2006
 14.19    Fire Mountain                                                                 6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.20    Ryans                                                                         6/19/2006
 14.21    Ryans                                                                         6/20/2006
 14.22    Ryans                                                                         6/14/2006
 14.23    Ryans                                                                         6/14/2006
 14.24    Fire Mountain                                                                 6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.25    Ryans                                                                         6/14/2006
 14.26    Fire Mountain                                                                 6/14/2006
 14.27    Ryans                                                                         6/14/2006
 14.28    Fire Mountain                                                                 6/14/2006
 14.29    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain                                                                 6/14/2006
 14.31    Ryans                                                                         6/14/2006
 14.32    Ryans                                                                         6/14/2006
 14.33    Fire Mountain                                                                 6/14/2006
 14.34    Ryans                                                                         6/19/2006
          -----------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain                                                                 6/23/2006
 14.36    Ryans                                                                         6/15/2006
 14.37    Fire Mountain                                                                 6/26/2006
 14.38    Ryans                                                                         6/26/2006
 14.39    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.40    Ryans                                                                         6/14/2006
 14.41    Ryans                                                                         6/14/2006
 14.42    Fire Mountain                                                                 6/14/2006
 14.43    Ryans                                                                         6/14/2006
 14.44    Ryans                                                                         6/22/2006
          -----------------------------------------------------------------------------------------------------------
 14.45    Ryans                                                                         6/14/2006
 14.46    Ryans                                                                         6/14/2006
 14.47    Fire Mountain                                                                 6/14/2006
 14.48    Ryans                                                                         6/14/2006
 14.49    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.50    Ryans                                                                         6/14/2006
 14.51    Fire Mountain                                                                 6/14/2006
 14.52    Fire Mountain                                                                 6/14/2006
 14.53    Ryans                                                                         6/14/2006
 14.54    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.55    Ryans                                                                         6/14/2006
 14.56    Ryans                                                                         6/26/2006
 14.57    Ryans                                                                         6/14/2006
 14.58    Ryans                                                                         6/29/2006
 14.59    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.60    Ryans                                                                         6/14/2006
 14.61    Fire Mountain                                                                 6/14/2006
 14.62    Fire Mountain                                                                 6/14/2006
 14.63    Ryans                                                                         6/14/2006
 14.64    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain                                                                 6/14/2006
 14.66    Ryans                                                                         6/14/2006
 14.67    Ryans                                                                         6/19/2006
 14.68    Fire Mountain                                                                 6/14/2006
 14.69    Fire Mountain                                                                 6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.70    Ryans                                                                         6/14/2006
 14.71    Ryans                                                                         6/29/2006
 14.72    Ryans                                                                         6/14/2006
 14.73    Fire Mountain                                                                 6/14/2006
 14.74    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.75    Ryans                                                                         6/14/2006
 14.76    Ryans                                                                         6/14/2006
 14.77    Ryans                                                                         6/19/2006
 14.78    Ryans                                                                         6/14/2006
 14.79    Fire Mountain                                                                 6/20/2006
          -----------------------------------------------------------------------------------------------------------
 14.80    Ryans                                                                         6/14/2006
 14.81    Fire Mountain                                                                 6/14/2006
 14.82    Fire Mountain                                                                 6/14/2006
 14.83    Ryans                                                                         6/14/2006
 14.84    Fire Mountain                                                                 6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.85    Ryans                                                                         6/19/2006
 14.86    Ryans                                                                         6/19/2006
 14.87    Ryans                                                                         6/14/2006
 14.88    Ryans                                                                         6/26/2006
 14.89    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.90    Ryans                                                                         6/14/2006
 14.91    Ryans                                                                         6/14/2006
 14.92    Fire Mountain                                                                 6/14/2006
 14.93    Ryans                                                                         6/14/2006
 14.94    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
 14.95    Ryans                                                                         6/14/2006
 14.96    Fire Mountain                                                                 6/15/2006
 14.97    Ryans                                                                         6/14/2006
 14.98    Fire Mountain                                                                 6/14/2006
 14.99    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.100    Ryans                                                                         6/14/2006
14.101    Ryans                                                                         6/26/2006
14.102    Ryans                                                                         6/14/2006
14.103    Ryans                                                                         6/26/2006
14.104    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.105    Fire Mountain                                                                 6/14/2006
14.106    Fire Mountain                                                                 6/14/2006
14.107    Ryans                                                                         6/14/2006
14.108    Ryans                                                                         6/14/2006
14.109    Fire Mountain                                                                 6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.110    Ryans                                                                         6/14/2006
14.111    Ryans                                                                         6/14/2006
14.112    Ryans                                                                         6/15/2006
14.113    Ryans                                                                         6/19/2006
14.114    Ryans                                                                         7/18/2006
          -----------------------------------------------------------------------------------------------------------
14.115    Ryans                                                                         6/14/2006
14.116    Ryans                                                                         6/14/2006
14.117    Ryans                                                                         6/14/2006
14.118    Home Town Buffet                                                              6/14/2006
14.119    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.120    Fire Mountain                                                                 6/14/2006
14.121    Fire Mountain                                                                 6/14/2006
14.122    Home Town Buffet                                                              6/14/2006
14.123    Ryans                                                                         6/14/2006
14.124    Ryans                                                                         6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet                                                              6/14/2006
14.126    Home Town Buffet                                                              6/14/2006
14.127    Ryans                                                                         6/14/2006
14.128    Old Country Buffet                                                            6/14/2006
14.129    Old Country Buffet                                                            6/14/2006
          -----------------------------------------------------------------------------------------------------------
14.130    Ryans                                                                         6/14/2006
  15      Empirian Chesapeake                                                           11/20/2006      11/20/2006
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia                                          8/22/2006        8/18/2006
 16.1     Country Inn & Suites Mall of America                                          8/22/2006        8/18/2006
          -----------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick                                                              8/22/2006        8/18/2006
  17      Carlson Radisson Lord Baltimore                                               8/18/2006        8/18/2006
  18      Golf Mill Shopping Center                                                      9/7/2006        9/7/2006
  19      300 7th Street                                                                10/6/2006        10/5/2006
  20      Bawabeh VII - Banco Popular                                                  10/24/2006       10/11/2006
          -----------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                                    9/22/2006       10/16/2006
  22      Westin Portland                                                               6/20/2006        6/19/2006
  23      Shoppes at Dadeland                                                          10/13/2006       10/17/2006
  24      Montego Bay Apartments                                                         9/6/2006        9/5/2006
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts                              6/29/2006         Various
          -----------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort                                                             6/29/2006        6/29/2006
 25.2     Indian Creek Resort                                                           6/29/2006        6/30/2006
 25.3     Wagon Wheel Resort                                                            6/29/2006        6/29/2006
  26      Longford Medical Center                                                       11/8/2006        11/2/2006
  27      Hampton Inn Manhattan                                                          9/5/2006        9/1/2006
          -----------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                                             7/18/2006        7/20/2006
  29      North Bronx Portfolio                                                        10/19/2006       10/19/2006
 29.1     3018 Heath Avenue                                                            10/19/2006       10/19/2006
 29.2     2770-80 Kingsbridge Terrace                                                  10/19/2006       10/19/2006
 29.3     1576 Taylor Avenue                                                           10/19/2006       10/19/2006
          -----------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street                                                         10/19/2006       10/19/2006
 29.5     2500 University Avenue                                                       10/18/2006       10/19/2006
 29.6     2505 Aqueduct Avenue                                                         10/19/2006       10/19/2006
 29.7     2785 Sedgwick Avenue                                                         10/19/2006       10/19/2006
 29.8     3215 Holland Avenue                                                          10/19/2006       10/19/2006
          -----------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street                                                          10/19/2006       10/19/2006
 29.10    2264 Grand Avenue                                                            10/19/2006       10/19/2006
  30      Links at Madison County                                                       5/17/2006        5/17/2006
  31      Fort Collins Marriott Portfolio                                                Various          Various
 31.1     Fort Collins Marriott                                                         8/16/2006        8/16/2006
          -----------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins                                                    8/15/2006        8/15/2006
 31.3     Courtyard Fort Collins                                                        8/15/2006        8/15/2006
  32      Regions Center                                                                8/11/2006        8/14/2006
  33      Casual Male HQ                                                                1/11/2006        1/18/2006
  34      Heron Cay MHP                                                                 11/9/2006       11/20/2006
          -----------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                                         6/8/2006        6/8/2006
  36      C&S Grocers, Inc. Building                                                    9/20/2006        9/21/2006
  37      Links at Stillwater                                                           5/17/2006        5/18/2006
  38      Skylark Pointe                                                                10/4/2006        10/3/2006
  39      Villa Lucia Apartments                                                        9/13/2006        9/13/2006
          -----------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                                            9/27/2006        9/27/2006
  41      The Park at Spanish Ridge                                                     9/25/2006        9/25/2006
 41.1     8912 Spanish Ridge Avenue                                                     9/25/2006        9/25/2006
 41.2     8918 Spanish Ridge Avenue                                                     9/25/2006        9/25/2006
  42      Greens on Blossom Way                                                         5/17/2006        5/18/2006
          -----------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                                              7/15/2006        7/16/2006
  44      Morningstar Apartments                                                        5/23/2006        5/23/2006
  45      CityPlace II                                                                  11/3/2006        11/1/2006
  46      Hotel Lucia                                                                   6/20/2006        6/20/2006
          Annunziata Multifamily Portfolio                                              10/6/2006        10/6/2006
          -----------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                                      10/6/2006        10/6/2006
 47.1     3 West 87th Street                                                            10/6/2006        10/6/2006
 47.2     141 West 72nd Street                                                          10/6/2006        10/6/2006
 47.3     113 West 70th Street                                                          10/6/2006        10/6/2006
 47.4     254 West 71st Street                                                          10/6/2006        10/6/2006
          -----------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street                                                          10/6/2006        10/6/2006
  48      Annunziata Portfolio I                                                        10/6/2006        10/6/2006
 48.1     406 East 64th Street                                                          10/6/2006        10/6/2006
 48.2     304 East 89th Street                                                          10/6/2006        10/6/2006
  49      Annunziata Portfolio II                                                       10/6/2006        10/6/2006
          -----------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street                                                         10/6/2006        10/6/2006
 49.2     462 West 51st Street                                                          10/6/2006        10/6/2006
  50      Wellington Place                                                             10/27/2006       10/27/2006
  51      Hotel Max                                                                     6/20/2006        6/20/2006
  52      University Commons - Bloomington                                              7/31/2006        7/31/2006
          -----------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                                    11/9/2006        11/9/2006
  54      Physicians Medical Center of Baton Rouge                                       9/5/2006        9/1/2006
  55      Minnesota Office Building                                                     5/25/2006        8/14/2006
  56      Home Interiors & Gifts                                                        9/20/2006        9/21/2006
  57      Cambridge at Southern                                                         6/26/2006        8/7/2006
          -----------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                                   11/1/2006       10/26/2006
  59      Sabre Office Centre                                                           6/23/2006        6/20/2006
  60      Colony Woods                                                                  5/26/2006        6/6/2006
  61      Mission Hills Shopping Center                                                 9/29/2006        9/15/2006
  62      University Commons - Urbana                                                   7/31/2006        7/31/2006
          -----------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                                              8/9/2006        9/18/2006
  64      Lake Laurie and Lake George Resorts                                           6/29/2006        6/29/2006
 64.1     Lake Laurie Resort                                                            6/29/2006        6/29/2006
 64.2     Lake George Resort                                                            6/29/2006        6/29/2006
  65      Hawthorn Suites San Antonio Riverwalk                                         6/30/2006        6/6/2006
          -----------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                                  6/27/2006        8/25/2006
  67      University Commons - Eugene                                                   7/31/2006        7/31/2006
  68      Atlantic Crossings                                                            7/19/2006        7/18/2006
  69      17320 Gale Avenue                                                             8/22/2006        8/22/2006
  70      Towne South Center                                                            8/24/2006        8/24/2006
          -----------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                                             12/30/2005       12/30/2005
  72      Embarcadero Club Apartments                                                    7/5/2006        6/20/2006
  73      Embarcadero Business Park                                                     8/31/2006        8/31/2006
  74      Arcadia Park Apartments                                                       7/24/2006        7/24/2006
  75      Casa de Luna                                                                 10/23/2006        7/28/2006
          -----------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                                  10/10/2006       10/10/2006
 76.1     208-210 East Seventh Street                                                  10/10/2006       10/10/2006
 76.2     114-116 East First Street                                                    10/10/2006       10/10/2006
  77      Vero Palm MHP                                                                11/17/2006        11/9/2006
  78      500 Victory Road                                                             10/17/2006       10/13/2006
          -----------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                                             10/9/2006        9/5/2006
  80      Safety Storage portfolio                                                     11/28/2006       11/15/2006
 80.1     Martin City                                                                  11/28/2006       11/15/2006
 80.2     Pleasant Valley                                                              11/28/2006       11/15/2006
 80.3     Independence South                                                           11/28/2006       11/15/2006
          -----------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty                                                                 11/28/2006       11/15/2006
 80.5     Olathe                                                                       11/28/2006       11/15/2006
  81      Country Inn & Suites Calabasas                                                 8/8/2006        8/9/2006
  82      Rio Verde MHC-IPG                                                             7/31/2006        8/17/2006
  83      Valencia Medical Building                                                    11/13/2006        9/11/2006
          -----------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                                          4/21/2006        7/6/2006
  85      Stonebridge Medical Center                                                    7/17/2006        7/17/2006
  86      290 Madison Avenue                                                            3/30/2006        6/12/2006
  87      Marrietta Plaza                                                                9/7/2006        8/24/2006
  88      Designer Outlet Center                                                        7/25/2006        7/25/2006
          -----------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                                         7/21/2006        9/13/2006
  90      266 Washington Avenue                                                        10/13/2006       10/13/2006
  91      Hampton Inn Salt Lake City                                                    11/6/2006       10/27/2006
  92      Summit Park Apartments                                                        6/16/2006        6/16/2006
  93      Capistrano Self Storage                                                      10/27/2006        9/21/2006
          -----------------------------------------------------------------------------------------------------------
  94      Javelina Station                                                              9/11/2006        9/11/2006
  95      Shoppes at Savannah                                                           8/23/2006        8/30/2006
  96      Mesa Gardens                                                                   7/6/2006        7/6/2006
  97      Raymour & Flanigan Paramus                                                    11/3/2006        11/3/2006
  98      Office Max Plaza - Scottsdale                                                10/17/2006       10/17/2006
          -----------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                                         9/27/2006       10/13/2006
  100     Lake Lucerne Towers                                                           11/3/2006        11/3/2006
  101     Vestin Corporate Center                                                      10/11/2006       10/10/2006
  102     Gwinnett Medical Office                                                       8/11/2006        8/14/2006
  103     Marks Portfolio                                                               4/12/2006        4/12/2006
          -----------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street                                                          4/12/2006        4/12/2006
 103.2    122 East 25th Street                                                          4/12/2006        4/12/2006
 103.3    22 Warren Street                                                              4/12/2006        4/12/2006
  104     5 Enterprise Drive                                                            10/4/2006        10/2/2006
  105     Bay Court Plaza                                                              11/13/2006        11/1/2006
          -----------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                                    7/26/2006        8/8/2006
  107     Warner Palms Apartments                                                       9/15/2006        9/15/2006
  108     Marsh Store 01                                                                 5/1/2006        7/18/2006
  109     Lock Up Portfolio                                                              Various          Various
 109.1    Lock Up - Wheeling                                                            9/27/2006        9/14/2006
          -----------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine                                                            9/29/2006        9/25/2006
 109.3    Lock Up - Bolingbrook                                                         9/25/2006        9/25/2006
  110     Garden Grove Shopping Center                                                   8/8/2006        9/13/2006
  111     Gold Coast Business Center                                                    9/29/2006        9/28/2006
  112     Marsh Store 03                                                                 5/1/2006        7/19/2006
          -----------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                                            10/26/2006       10/26/2006
  114     East Wintonbury Apartments                                                    7/11/2006        7/11/2006
  115     Hawthorne Suites - Champaign, IL                                              9/26/2006       10/18/2006
  116     River Crossing                                                                9/27/2006        10/5/2006
  117     Park Avenue Villas                                                           10/25/2006       10/25/2006
          -----------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                                         8/18/2006        8/18/2006
  119     Mission Self Storage                                                          9/20/2006        9/20/2006
  120     Sweetwater & Sugar Lakes                                                       Various         9/12/2006
 120.1    Sweetwater                                                                    5/17/2006        9/12/2006
 120.2    Sugar Lakes                                                                   5/18/2006        9/12/2006
          -----------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                                           10/31/2006        11/3/2006
  122     Pines at Lanier                                                              10/27/2006       10/27/2006
  123     Fairways Apartments                                                           4/11/2006        4/14/2006
  124     Marsh Store 101                                                                5/1/2006        7/20/2006
  125     5151 Tyler Lakes Boulevard                                                    9/29/2006        9/29/2006
---------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                                         9/6/2006        9/6/2006
  127     1 North Central Avenue                                                       11/16/2006       11/16/2006
  128     Fairfield Inn Manhattan KS                                                    7/18/2006        7/15/2006
  129     Marina Lakes Office Building                                                  6/27/2006        7/10/2006
  130     Murray Hill Office Center                                                     8/23/2006        8/21/2006
          -----------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                                               7/26/2006        7/26/2006
  132     Bloomington Self Storage                                                       4/3/2006        3/30/2006
  133     Signature Place                                                              10/16/2006       10/16/2006
  134     Planters Run Apartments                                                      10/16/2006        10/2/2006
  135     Westchase Plaza                                                               7/14/2006        8/16/2006
          -----------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                                            9/28/2006        9/25/2006
 136.1    Lake Shore                                                                    9/28/2006        9/25/2006
 136.2    Willow Club Estates                                                           9/28/2006        9/25/2006
  137     Community Self-Storage                                                        8/28/2006        8/30/2006
  138     Parliament Bend                                                               9/28/2006        9/27/2006
          -----------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                                            6/26/2006        8/14/2006
 139.1    Sunset Heights                                                                6/26/2006        8/14/2006
 139.2    Timberline                                                                    6/26/2006        8/14/2006
  140     Country Inn & Suites - Asheville                                              7/11/2006        7/11/2006
  141     River View Plaza                                                              6/28/2006        6/27/2006
          -----------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                                     9/1/2006        9/1/2006
  143     Crystal Pointe                                                               11/16/2006       10/27/2006
  144     Holiday Inn Express-Lexington SC                                              9/22/2006        9/22/2006
  145     Linkside Apartments                                                          10/16/2006        10/2/2006
  146     Town Center- Sugarland                                                        5/18/2006        9/12/2006
          -----------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                                         6/15/2006        6/15/2006
  148     29 Barstow Road                                                               11/6/2006        11/6/2006
  149     York Green                                                                    8/29/2006        8/31/2006
  150     777 Sunrise Highway                                                           8/25/2006        8/18/2006
  151     Storage One Durango                                                          12/15/2005        1/6/2006
          -----------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                                        6/30/2006        6/30/2006
  153     Noah's Ark Self Storage Hwy 281                                                9/8/2006        9/27/2006
  154     Walgreen's at Traverse City                                                   6/28/2006        6/19/2006
  155     Terrace View Apartments                                                        6/7/2006        6/15/2006
  156     Apache MHC                                                                    7/28/2006        8/23/2006
          -----------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                                           10/11/2006       10/11/2006
  158     Eagle Ridge Apartments                                                         4/4/2006        3/1/2006
  159     Indianola: North American & Parkside                                           Various         1/26/2006
 159.1    North American                                                                1/25/2006        1/26/2006
 159.2    Parkside                                                                       2/2/2006        1/26/2006
          -----------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                                    9/22/2006           NAP
  161     27754 Novi Road                                                               9/11/2006        9/13/2006
  162     PETsMART Store                                                                9/26/2006        10/2/2006
  163     San Pedro Plaza                                                               3/14/2006        5/2/2006
  164     Hollywood Mini Storage                                                        11/1/2006        9/28/2006
          -----------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                                                9/6/2006        9/5/2006
  166     Contempo MHC                                                                  9/21/2006        9/26/2006
  167     Walgreens Milsboro                                                           10/24/2006       10/25/2006
  168     A-1 Secure Storage                                                             8/3/2006        8/3/2006
  169     Lee Plaza                                                                     9/13/2006        9/13/2006
          -----------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                                      8/18/2006        8/17/2006
  171     Commercial Menaul                                                             8/23/2006        8/30/2006
  172     Pine Haven Mobile Home Park                                                   10/3/2006        10/4/2006
  173     3391 Berlin Turnpike                                                          7/26/2006        7/26/2006


  ID                                    PROPERTY NAME                   SPONSOR
----------------------------------------------------------------------------------------------------------------------------------

   1      Mall of America                                               Triple Five National Development Corporation
   2      Four Allen Center                                             Brookfield Financial Properties, L.P.
   3      EZ Storage Portfolio                                          Kurt O'Brien; VP Mini Storage, Inc.
  3.1     EZ Storage Portfolio - Boston, MA (Brighton)
  3.2     EZ Storage Portfolio - Minneapolis, MN (3601 Hiawatha)
          ------------------------------------------------------------------------------------------------------------------------
  3.3     EZ Storage Portfolio - Ferndale, MI
  3.4     EZ Storage Portfolio - Southfield, MI
  3.5     EZ Storage Portfolio - Lynnfield, MA
  3.6     EZ Storage Portfolio - Eastpointe, MI
  3.7     EZ Storage Portfolio - Warren, MI
          ------------------------------------------------------------------------------------------------------------------------
  3.8     EZ Storage Portfolio - St. Louis Park, MN
  3.9     EZ Storage Portfolio - Troy, MI
 3.10     EZ Storage Portfolio - Redford, MI
 3.11     EZ Storage Portfolio - Peabody,  MA
 3.12     EZ Storage Portfolio - Tewksbury, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.13     EZ Storage Portfolio - Billerica, MA
 3.14     EZ Storage Portfolio - South Euclid, OH
 3.15     EZ Storage Portfolio - Rochester Hills, MI
 3.16     EZ Storage Portfolio - Roseville II, MI (Cornillie Drive)
 3.17     EZ Storage Portfolio - Warwick, RI
          ------------------------------------------------------------------------------------------------------------------------
 3.18     EZ Storage Portfolio - Roseville I, MI (East Twelve Mile)
 3.19     EZ Storage Portfolio - Bloomfield Hills, MI
 3.20     EZ Storage Portfolio - Grand River, MI
 3.21     EZ Storage Portfolio - Shrewsbury, MA
 3.22     EZ Storage Portfolio - Chelmsford, MA
          ------------------------------------------------------------------------------------------------------------------------
 3.23     EZ Storage Portfolio - Hingham, MA
 3.24     EZ Storage Portfolio - Auburn Hills, MI
 3.25     EZ Storage Portfolio - Dearborn Heights, MI
 3.26     EZ Storage Portfolio - Livonia, MI
 3.27     EZ Storage Portfolio - Lincoln Park, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.28     EZ Storage Portfolio - Minneapolis, MN (4325 Hiawatha)
 3.29     EZ Storage Portfolio - Clinton Township, MI (Hall Road)
 3.30     EZ Storage Portfolio - Reading, OH
 3.31     EZ Storage Portfolio - Center Line, MI
 3.32     EZ Storage Portfolio - Dearborn, MI
          ------------------------------------------------------------------------------------------------------------------------
 3.33     EZ Storage Portfolio - Clinton Township, MI (Garfield)
 3.34     EZ Storage Portfolio - Clinton Township, MI (Romeo Plank)
 3.35     EZ Storage Portfolio - Cleveland Heights, OH
 3.36     EZ Storage Portfolio - Taylor, MI
 3.37     EZ Storage Portfolio - Woodbury, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.38     EZ Storage Portfolio - Cincinnati, OH (Madison Road)
 3.39     EZ Storage Portfolio - Eagan, MN
 3.40     EZ Storage Portfolio - New Brighton, MN
 3.41     EZ Storage Portfolio - Clinton Township, MI (Groesbeck Hwy)
 3.42     EZ Storage Portfolio - North Bend, OH
          ------------------------------------------------------------------------------------------------------------------------
 3.43     EZ Storage Portfolio - Farmington Hills, MI
 3.44     EZ Storage Portfolio - Sterling Heights, MI
 3.45     EZ Storage Portfolio - Marsh Lane, TX
 3.46     EZ Storage Portfolio - Burnsville, MN
 3.47     EZ Storage Portfolio - Coon Rapids, MN
          ------------------------------------------------------------------------------------------------------------------------
 3.48     EZ Storage Portfolio - Vadnais Heights, MN
   4      JQH Hotel Portfolio                                           John Q. Hammons
  4.1     Embassy Suites Frisco
  4.2     Embassy Suites Hampton
  4.3     Embassy Suites Hot Springs
          ------------------------------------------------------------------------------------------------------------------------
  4.4     Holiday Inn Express Springfield
  4.5     Courtyard by Marriott Junction City
          Manhattan Office Portfolio                                    Joseph Stauarack; Faras Srour
   5      369 Lexington Avenue                                          Joseph Stauarack; Faras Srour
   6      2 West 46th Street                                            Joseph Stauarack; Faras Srour
          ------------------------------------------------------------------------------------------------------------------------
   7      First City Tower                                              JMB Realty Corporation
   8      Victoria Ward Industrial, Gateway & Village                   None
   9      Sierra Vista Mall                                             James Heulskamp
  10      Morgan Resort Portfolio                                       Robert Morgan; Robert Moser
 10.1     Buena Vista Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.2     Pine Acres Resort
 10.3     Crystal Lake Resort
 10.4     Yogi Jellystone Resort OH
 10.5     Grand Lakes Resort
 10.6     Mountain Pines Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.7     Stonebridge Resort
 10.8     Three Lakes Resort
 10.9     Blueberry Hill Resort FL
 10.10    Blueberry Resort NJ
 10.11    Coldbrook Resort
          ------------------------------------------------------------------------------------------------------------------------
 10.12    Yogi Jellystone Resort NJ
  11      Scottsdale 101                                                Cornerstone Real Estate Advisers LLC
  12      JPIM Self Storage Portfolio                                   J.P. Morgan Investment Management, Inc.
 12.1     Waipahu
 12.2     San Francisco
          ------------------------------------------------------------------------------------------------------------------------
 12.3     Southampton
 12.4     Metairie
 12.5     Philadelphia
 12.6     Berkeley
 12.7     Kingwood
          ------------------------------------------------------------------------------------------------------------------------
 12.8     Pennsauken
 12.9     Los Angeles
 12.10    Vallejo
 12.11    Bedford
 12.12    West Palm Beach
          ------------------------------------------------------------------------------------------------------------------------
 12.13    Fort Worth
 12.14    Euless
  13      Broward Multifamily Portfolio                                 Rockpoint
 13.1     Water's Edge
 13.2     Southern Pointe
          ------------------------------------------------------------------------------------------------------------------------
  14      Fortress/Ryan's Portfolio                                     Drawbridge Special Opportunities Fund LP; Fortress
                                                                          Partners Fund LP; Drawbridge Long Dated Value Fund LP;
                                                                          Drawbridge Long Dated Value Fund II LP; Drawbridge Long
                                                                          Dated Fund Value Fund II (C) LP; Figryan REIT Inc.
 14.1     Ryans
 14.2     Ryans
 14.3     Fire Mountain
 14.4     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.5     Fire Mountain
 14.6     Ryans
 14.7     Ryans
 14.8     Ryans
 14.9     Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.10    Ryans
 14.11    Ryans
 14.12    Ryans
 14.13    Ryans
 14.14    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.15    Old Country Buffet
 14.16    Ryans
 14.17    Ryans
 14.18    Ryans
 14.19    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.20    Ryans
 14.21    Ryans
 14.22    Ryans
 14.23    Ryans
 14.24    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.25    Ryans
 14.26    Fire Mountain
 14.27    Ryans
 14.28    Fire Mountain
 14.29    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.30    Fire Mountain
 14.31    Ryans
 14.32    Ryans
 14.33    Fire Mountain
 14.34    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.35    Fire Mountain
 14.36    Ryans
 14.37    Fire Mountain
 14.38    Ryans
 14.39    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.40    Ryans
 14.41    Ryans
 14.42    Fire Mountain
 14.43    Ryans
 14.44    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.45    Ryans
 14.46    Ryans
 14.47    Fire Mountain
 14.48    Ryans
 14.49    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.50    Ryans
 14.51    Fire Mountain
 14.52    Fire Mountain
 14.53    Ryans
 14.54    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.55    Ryans
 14.56    Ryans
 14.57    Ryans
 14.58    Ryans
 14.59    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.60    Ryans
 14.61    Fire Mountain
 14.62    Fire Mountain
 14.63    Ryans
 14.64    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.65    Fire Mountain
 14.66    Ryans
 14.67    Ryans
 14.68    Fire Mountain
 14.69    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.70    Ryans
 14.71    Ryans
 14.72    Ryans
 14.73    Fire Mountain
 14.74    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.75    Ryans
 14.76    Ryans
 14.77    Ryans
 14.78    Ryans
 14.79    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.80    Ryans
 14.81    Fire Mountain
 14.82    Fire Mountain
 14.83    Ryans
 14.84    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
 14.85    Ryans
 14.86    Ryans
 14.87    Ryans
 14.88    Ryans
 14.89    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.90    Ryans
 14.91    Ryans
 14.92    Fire Mountain
 14.93    Ryans
 14.94    Ryans
          ------------------------------------------------------------------------------------------------------------------------
 14.95    Ryans
 14.96    Fire Mountain
 14.97    Ryans
 14.98    Fire Mountain
 14.99    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.100    Ryans
14.101    Ryans
14.102    Ryans
14.103    Ryans
14.104    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.105    Fire Mountain
14.106    Fire Mountain
14.107    Ryans
14.108    Ryans
14.109    Fire Mountain
          ------------------------------------------------------------------------------------------------------------------------
14.110    Ryans
14.111    Ryans
14.112    Ryans
14.113    Ryans
14.114    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.115    Ryans
14.116    Ryans
14.117    Ryans
14.118    Home Town Buffet
14.119    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.120    Fire Mountain
14.121    Fire Mountain
14.122    Home Town Buffet
14.123    Ryans
14.124    Ryans
          ------------------------------------------------------------------------------------------------------------------------
14.125    Home Town Buffet
14.126    Home Town Buffet
14.127    Ryans
14.128    Old Country Buffet
14.129    Old Country Buffet
          ------------------------------------------------------------------------------------------------------------------------
14.130    Ryans
  15      Empirian Chesapeake                                           Ezra Beyman
          Carlson Hotel Portfolio
  16      Carlson Bloomington and Philadelphia                          Carlson Hotels Real Estate, Inc.
 16.1     Country Inn & Suites Mall of America
          ------------------------------------------------------------------------------------------------------------------------
 16.2     Radisson Warwick
  17      Carlson Radisson Lord Baltimore                               Carlson Hotels Real Estate, Inc.
  18      Golf Mill Shopping Center                                     Milwaukee Golf Shopping Center LLC
  19      300 7th Street                                                Steven H. Klein, Lawrence Botel
  20      Bawabeh VII - Banco Popular                                   Aslan Bawabeh and Mirie Bawabeh
          ------------------------------------------------------------------------------------------------------------------------
  21      Bawabeh VI                                                    David Bawabeh
  22      Westin Portland                                               Gordon D. Sondland, Aspen Hotel Holdings, LLC
  23      Shoppes at Dadeland                                           Stephen P. Hayman, Alan J. Hayman
  24      Montego Bay Apartments                                        J.I. Kislak, Inc.
  25      Wild Acres, Indian Creek and Wagon Wheel Resorts              Robert Morgan; Roert Moser
          ------------------------------------------------------------------------------------------------------------------------
 25.1     Wild Acres Resort
 25.2     Indian Creek Resort
 25.3     Wagon Wheel Resort
  26      Longford Medical Center                                       John Murtagh
  27      Hampton Inn Manhattan                                         Hersha Hospitality Limited Partnership
          ------------------------------------------------------------------------------------------------------------------------
  28      Orchard Hill Park                                             Gregg P. Lisciotti, Janet E. Krock
  29      North Bronx Portfolio                                         Massoud Yashouafar; Solyman Yashouafar
 29.1     3018 Heath Avenue
 29.2     2770-80 Kingsbridge Terrace
 29.3     1576 Taylor Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.4     75 West 190th Street
 29.5     2500 University Avenue
 29.6     2505 Aqueduct Avenue
 29.7     2785 Sedgwick Avenue
 29.8     3215 Holland Avenue
          ------------------------------------------------------------------------------------------------------------------------
 29.9     686 Rosewood Street
 29.10    2264 Grand Avenue
  30      Links at Madison County                                       James E. Lindsey
  31      Fort Collins Marriott Portfolio                               Kenneth H. Fearn; Daniel G. Kurz; Stewart C. Cushman
 31.1     Fort Collins Marriott
          ------------------------------------------------------------------------------------------------------------------------
 31.2     Residence Inn Fort Collins
 31.3     Courtyard Fort Collins
  32      Regions Center                                                Triple Net Properties, LLC
  33      Casual Male HQ                                                Spirit Finance Corporation
  34      Heron Cay MHP                                                 Hometown America
          ------------------------------------------------------------------------------------------------------------------------
  35      Links at Mustang Creek                                        James E. Lindsey
  36      C&S Grocers, Inc. Building                                    None
  37      Links at Stillwater                                           James E. Lindsey
  38      Skylark Pointe                                                Berkshire Multifamily REIT, Inc.
  39      Villa Lucia Apartments                                        Robert L. Lattanzio Sr.
          ------------------------------------------------------------------------------------------------------------------------
  40      1900 Bryant Street                                            Richard Kaufman
  41      The Park at Spanish Ridge                                     Jerry Kramer, John Schadler
 41.1     8912 Spanish Ridge Avenue
 41.2     8918 Spanish Ridge Avenue
  42      Greens on Blossom Way                                         James E. Lindsey
          ------------------------------------------------------------------------------------------------------------------------
  43      NYU Housing-636 Greenwich Street                              Galina Anissimova; Alex Forkosh
  44      Morningstar Apartments                                        Olen Properties Corp.
  45      CityPlace II                                                  Northland Diversified Portfolio Limited Partnership
  46      Hotel Lucia                                                   Gordon D. Sondland, Aspen Hotel Holdings, LLC
          Annunziata Multifamily Portfolio                              Joseph Annunziata
          ------------------------------------------------------------------------------------------------------------------------
  47      Annunziata Portfolio III                                      Joseph Annunziata
 47.1     3 West 87th Street
 47.2     141 West 72nd Street
 47.3     113 West 70th Street
 47.4     254 West 71st Street
          ------------------------------------------------------------------------------------------------------------------------
 47.5     136 West 71st Street
  48      Annunziata Portfolio I                                        Joseph Annunziata; Patricia Annunziata
 48.1     406 East 64th Street
 48.2     304 East 89th Street
  49      Annunziata Portfolio II                                       Joseph Annunziata
          ------------------------------------------------------------------------------------------------------------------------
 49.1     308 West 109th Street
 49.2     462 West 51st Street
  50      Wellington Place                                              Residential Investments C LLC
  51      Hotel Max                                                     Gordon D. Sondland, Aspen Hotel Holdings, LLC
  52      University Commons - Bloomington                              College Park Investments LLC
          ------------------------------------------------------------------------------------------------------------------------
  53      Northpoint Business Center                                    I&G Holdings LP
  54      Physicians Medical Center of Baton Rouge                      Cambridge Holdings Incorporated
  55      Minnesota Office Building                                     Basant Kharbanda
  56      Home Interiors & Gifts                                        None
  57      Cambridge at Southern                                         College Park Investments, LLC
          ------------------------------------------------------------------------------------------------------------------------
  58      The Ashley at Spring Valley                                   Steven Weinreb
  59      Sabre Office Centre                                           Chris M. Ferguson, Scott D. James
  60      Colony Woods                                                  GEM Realty Fund III, L.P.
  61      Mission Hills Shopping Center                                 The Hampshire Generational Fund, LLC
  62      University Commons - Urbana                                   College Park Investments LLC
          ------------------------------------------------------------------------------------------------------------------------
  63      BJ's Wholesale Club - Wallingford                             Michael Lech
  64      Lake Laurie and Lake George Resorts                           Robert Morgan; Robert Moser
 64.1     Lake Laurie Resort
 64.2     Lake George Resort
  65      Hawthorn Suites San Antonio Riverwalk                         Daniel J. Vosotas
          ------------------------------------------------------------------------------------------------------------------------
  66      Campus Crest - Milledgeville                                  Carl Ricker, Mike Hartnett, Ted Rollins
  67      University Commons - Eugene                                   College Park Investments LLC
  68      Atlantic Crossings                                            Allied District Properties Corp
  69      17320 Gale Avenue                                             Kevin A. Shields
  70      Towne South Center                                            Creekstone Partners, LLC
          ------------------------------------------------------------------------------------------------------------------------
  71      Royal Riverwood Manor Apartments                              College Park Investments LLC
  72      Embarcadero Club Apartments                                   Ronald I. Eisenberg
  73      Embarcadero Business Park                                     Theodore A. Eden
  74      Arcadia Park Apartments                                       David Rosenbaum, Mark Lester
  75      Casa de Luna                                                  Guy Gardner; Joan Gardner; Jay Margolin
          ------------------------------------------------------------------------------------------------------------------------
  76      Moses Multifamily Portfolio                                   Henry Moses Jr. and Robert Moses
 76.1     208-210 East Seventh Street
 76.2     114-116 East First Street
  77      Vero Palm MHP                                                 Hometown America
  78      500 Victory Road                                              Thomas O'Connell and William O'Connell
          ------------------------------------------------------------------------------------------------------------------------
  79      IDC Medical Plaza                                             Richard A. Gumpert, Steven L. Gumpert, George J. Elbaum
  80      Safety Storage portfolio                                      David L. Ward
 80.1     Martin City
 80.2     Pleasant Valley
 80.3     Independence South
          ------------------------------------------------------------------------------------------------------------------------
 80.4     I-35 Liberty
 80.5     Olathe
  81      Country Inn & Suites Calabasas                                Yong Il Yoon
  82      Rio Verde MHC-IPG                                             Brian Fitterer
  83      Valencia Medical Building                                     Alan Z. Barbakow
          ------------------------------------------------------------------------------------------------------------------------
  84      33 Walt Whitman Road                                          Myint J. Kyaw, Ip Ioc Heng
  85      Stonebridge Medical Center                                    David K. Wendorff; Michael C. Prock
  86      290 Madison Avenue                                            Berndt Perl; Ken Aschendorf
  87      Marrietta Plaza                                               T Richard Bryant; Alexander J. Hertz
  88      Designer Outlet Center                                        Alexander Gurevich, Gennady Kiselman
          ------------------------------------------------------------------------------------------------------------------------
  89      The Dakota Apartments                                         Harry Bookey
  90      266 Washington Avenue                                         Principal Enhanced Property Fund LLC
  91      Hampton Inn Salt Lake City                                    Guy R. Woodbury, Lynn S. Woodbury, Ezekial Dumke III,
                                                                          Scott W. Thornton, Victor Kimball, David Kimball
  92      Summit Park Apartments                                        Susan B. Schweikert, Graham A. Gardner
  93      Capistrano Self Storage                                       Richard Fell, Lionel Epstein, Blaine Briggs
          ------------------------------------------------------------------------------------------------------------------------
  94      Javelina Station                                              Rafael Figueroa, Luis Spinola
  95      Shoppes at Savannah                                           Giuseppe Fusco
  96      Mesa Gardens                                                  Mark Burger; Ronald Recht; The MTB Family Limited
                                                                          Partnership; The RAR Family Limited Partnership
  97      Raymour & Flanigan Paramus                                    Neil Goldberg; Steven Goldberg; Michael Goldberg
  98      Office Max Plaza - Scottsdale                                 Todd Silver
          ------------------------------------------------------------------------------------------------------------------------
  99      Giant Shopping Center                                         Charles B. Miller
  100     Lake Lucerne Towers                                           Robert C. Wetenhall
  101     Vestin Corporate Center                                       Paul Birkeland; Joan Birkeland
  102     Gwinnett Medical Office                                       Stephen P. Hayman, Alan J. Hayman
  103     Marks Portfolio                                               Mitchell A. Marks
          ------------------------------------------------------------------------------------------------------------------------
 103.1    213 West 23rd Street
 103.2    122 East 25th Street
 103.3    22 Warren Street
  104     5 Enterprise Drive                                            The Seaview Realty Irrevocable Trust
  105     Bay Court Plaza                                               Paul A. Robino; Mark A. Robino; Charles J. Robino;
                                                                          Michael A. Stortini; John A. Corrozi
          ------------------------------------------------------------------------------------------------------------------------
  106     Self Storage Plus-Timonium                                    Steve Garachik
  107     Warner Palms Apartments                                       Noam Schwartz, Yoel Iny, The Y&T Iny Family Trust,
                                                                          The Noam Schwartz Living Trust
  108     Marsh Store 01                                                None
  109     Lock Up Portfolio                                             Kurt O'Brien; VP Mini Storage, Inc.
 109.1    Lock Up - Wheeling
          ------------------------------------------------------------------------------------------------------------------------
 109.2    Lock Up - Palatine
 109.3    Lock Up - Bolingbrook
  110     Garden Grove Shopping Center                                  Dana Haynes
  111     Gold Coast Business Center                                    James C. Reynolds
  112     Marsh Store 03                                                None
          ------------------------------------------------------------------------------------------------------------------------
  113     41-29 46th Street                                             Bernard Englard; Joe Hoch
  114     East Wintonbury Apartments                                    David A. Parisier
  115     Hawthorne Suites - Champaign, IL                              Bradley Cook, Dennis Smith, Jon Buerkett, Tom Fiedler,
                                                                          Bryon Thomas
  116     River Crossing                                                Brian Bush; Tom Watson
  117     Park Avenue Villas                                            Antoine M Boulos
          ------------------------------------------------------------------------------------------------------------------------
  118     Radisson Dallas North                                         Carlson Hotels Real Estate, Inc.
  119     Mission Self Storage                                          Nicholas Limer
  120     Sweetwater & Sugar Lakes                                      Pritesh Shah, Vandana Jain
 120.1    Sweetwater
 120.2    Sugar Lakes
          ------------------------------------------------------------------------------------------------------------------------
  121     Rocklin Park Hotel                                            Robert A. Leach
  122     Pines at Lanier                                               Paul Steinfurth
  123     Fairways Apartments                                           David A. Parisier
  124     Marsh Store 101                                               None
  125     5151 Tyler Lakes Boulevard                                    Meredith Townsend
          ------------------------------------------------------------------------------------------------------------------------
  126     4400 Pacific Boulevard                                        David Pourbaba
  127     1 North Central Avenue                                        Arnold Goldstein
  128     Fairfield Inn Manhattan KS                                    Bruce Kinseth; Gary Kinseth; Leslie Kinseth; Linda
                                                                          Skinner; Donald Ray; Robert Welstead
  129     Marina Lakes Office Building                                  Jose Armas
  130     Murray Hill Office Center                                     John McManus; Rosemary Esteves
          ------------------------------------------------------------------------------------------------------------------------
  131     Westland Square Shopping Center                               Kevin A. Young
  132     Bloomington Self Storage                                      Todd C. Jones, Irwin L. Jacobs, David A. Mahler,
                                                                          Daniel T. Lindsay
  133     Signature Place                                               Warren Silverberg; David Friedman
  134     Planters Run Apartments                                       Michael A. Zimmerman; Constantine Malmberg
  135     Westchase Plaza                                               Westchase Plaza, LLC, Central Properties, Inc., Loree
                                                                          Tatum Olinghouse (Trustee of the Loree Tatum Olinghouse
                                                                          Revocable Living Trust Dated December 16, 2002), Henry
                                                                          Kelley, Jr., (Trustee of the Kelley Family Annual Gift
                                                                          Trust), Bank fo the Ozarks, (Trustee of the Terence E.
                                                                          Renaud Revocable Trust Dated February 1, 1991), CRW
                                                                          Holding Limited Partnership
          ------------------------------------------------------------------------------------------------------------------------
  136     Lake Shore and Willow Club Estates                            Julio C. Jaramillo
 136.1    Lake Shore
 136.2    Willow Club Estates
  137     Community Self-Storage                                        Andrew A. Gregory
  138     Parliament Bend                                               Roosevelt T. Miller
          ------------------------------------------------------------------------------------------------------------------------
  139     Sunset Heights and Timberline MHPs                            Jack Olof, J. Michael Johnston
 139.1    Sunset Heights
 139.2    Timberline
  140     Country Inn & Suites - Asheville                              Dilip K. Patel, Suresh C. Patel and Mahesh R. Patel
  141     River View Plaza                                              Neal C. Coy
          ------------------------------------------------------------------------------------------------------------------------
  142     Strand Capital Partners XI                                    Loyd Daniel
  143     Crystal Pointe                                                Jefferey B. Chauncey and Roni Chauncey as trustees of the
                                                                          Chauncey Living Trust u/t/d November 8, 1993 and
                                                                          Jeffrey B. Chauncey
  144     Holiday Inn Express-Lexington SC                              Bharat Patel; Ramesh Shah; Praful Raval
  145     Linkside Apartments                                           Michael A. Zimmerman; Constantine Malmberg
  146     Town Center- Sugarland                                        Pritesh Shah, Kolbe M. Curtice
          ------------------------------------------------------------------------------------------------------------------------
  147     Euclid Medical Center                                         John R. Saunders
  148     29 Barstow Road                                               Adam Katz
  149     York Green                                                    MacKenzie Properties, Inc.
  150     777 Sunrise Highway                                           Shahram Haghighat, Michael Green
  151     Storage One Durango                                           James D. Hammer, James M. Meservey
          ------------------------------------------------------------------------------------------------------------------------
  152     Securlock Self Storage                                        Steve Houghton
  153     Noah's Ark Self Storage Hwy 281                               Dennis C. Spangler, Michael Morishima
  154     Walgreen's at Traverse City                                   Thomas D. Murray
  155     Terrace View Apartments                                       Thai Thu Pham
  156     Apache MHC                                                    Apache Mobile Home Park Association
          ------------------------------------------------------------------------------------------------------------------------
  157     Commercial Vehicles Group Building                            Robert L. Mingle; James R. Rebhan; Gary S. Stephens
  158     Eagle Ridge Apartments                                        Douglas L. Swenson
  159     Indianola: North American & Parkside                          Joseph I. Wolf
 159.1    North American
 159.2    Parkside
          ------------------------------------------------------------------------------------------------------------------------
  160     156-33 Cross Bay Boulevard                                    Rusi Sanjana, RNS Holding Inc.
  161     27754 Novi Road                                               Gary Gumowitz; Morris Levy
  162     PETsMART Store                                                Inland Real Estate Exchange Corporation
  163     San Pedro Plaza                                               Amir Ohebsion
  164     Hollywood Mini Storage                                        U.S. Advisor, LLC, Watson & Taylor Management, Inc.
          ------------------------------------------------------------------------------------------------------------------------
  165     Summerfield MHC                                               James C. Holmes, Jr.
  166     Contempo MHC                                                  Carol N. McGrew
  167     Walgreens Milsboro                                            Hugh McLaughlin Jr.; Alan Levin; Dee A. Watson,
                                                                          Robert G. Wittig
  168     A-1 Secure Storage                                            Leigh Robinson
  169     Lee Plaza                                                     Jin Y. Lee, Jung S. Lee
          ------------------------------------------------------------------------------------------------------------------------
  170     Econo Lodge Benns Church                                      Robert J. Frank
  171     Commercial Menaul                                             Roxanna Meyers, Stanley Mount
  172     Pine Haven Mobile Home Park                                   Patrick R. Leardo
  173     3391 Berlin Turnpike                                          Neil Goldberg; Steven Goldberg, Michael Goldberg

FOOTNOTES TO ANNEX A-1

(1)  GACC—German American Capital Corporation; GECC—General Electric Capital Corporation; BofA—Bank of America, National Association; BCRE—Barclays Capital Real Estate Inc.
(2)  The Administrative Fee Rate includes the primary servicing fee, master servicing fee, correspondent fee, sub-servicing fee and trustee fees applicable to each mortgage loan.
(3)  Annual Debt Service, Monthly Debt Service and DSCR for loans with partial interest-only periods are shown after the expiration of the interest only period.
(4)  With respect to the lockbox, ‘‘Hard’’ means each tenant is required to transfer its rent directly to the lockbox account; ‘‘Soft’’ means that the borrower or property manager collects rents from the tenants and then the borrower or property manager is required to deposit these rents into the lockbox account; ‘‘None at Closing, Springing Hard’’ or ‘‘Soft at Closing, Springing Hard’’ means that no lockbox or a soft lockbox, as applicable, exists at closing, but upon the occurrence of a trigger event, as defined in the related loan documents, each tenant will be instructed to transfer its rent directly to the lockbox account; ‘‘None at Closing, Springing Soft’’ means that no lockbox exists at closing, but upon occurrence of a trigger event, as defined in the related loan documents, a ‘‘Soft’’ lockbox (as described above) will take effect.
(5)  With respect to the Mortgage Loan known as the Empirian Chesapeake, the Mortgage Loan is recourse to the sponsor (up to $13,500,000) until such time that the Mortgaged Property is 90% occupied and the related Mortgaged Property achieves a DSCR of at least 1.25x. The DSCR for the related Mortgage Loan is shown throughout this prospectus supplement at 1.25x, reflecting the threshold at which the recourse guaranty will be released. The current actual underwritten DSCR is 0.99x.
      With respect to the Mortgage Loan known as River Crossing, the Mortgage Loan is recourse to the sponsor (up to $1,800,000), which recourse guaranty will be reduced to $900,000 when the DSCR is 1.00x and released when the DSCR is at least 1.20x. The DSCR shown throughout this prospectus supplement is 1.20x, reflecting the threshold at which the recourse guaranty will be released. The current actual underwritten DSCR is 0.96x.
(6)  With respect to the Mortgage Loans listed in the chart below, the applicable DSCR and/or LTV ratio was calculated after netting out the holdback reserve amounts or amounts available under letters of credit shown below and as described under ‘‘Description of the Mortgage Pool—Additional Loan Information—Definitions’’ in the prospectus supplement.

A-1-2





Annex A-1 Loan No. Loan Name Holdback
Amount
Adjusted
U/W
DSCR as
shown(a)
As-Is
U/W
DSCR(b)
Adjusted
U/W
Cut-off
Date
LTV
as
shown(c)
Actual
Cut-off
Date
LTV(d)
Conditions to Release(e)
9
    
    
Sierra Vista Mall
    
$17,277,777
    
1.37x
    
1.07x
    
76.11%
    
97.85%
    
Eligibility prior to January 1, 2011; 1.20x amortizing DSCR; 90% Occupancy
26
    
Longford Medical Center(f) $  3,500,000
    
1.02x
    
0.92x
    
72.27%
    
80.00%
    
Eligibility prior to January 1, 2009; 1.15x amortizing DSCR
29
    
    
Orchard Hill Park(f)
    
    
$  2,827,000
    
    
1.33x
    
    
1.22x
    
    
NA
    
    
80.00%
    
    
Eligibility prior to October 1, 2007; 1.10x amortizing DSCR or 1.30x on Interest only; 80% LTV
31
    
Links at Madison County(f)
$  3,164,180
    
1.25x
    
1.13x
    
NA
    
71.67%
    
1.05x, 1.10x, 1.15x, 1.20x amortizing DSCR
61
    
Colony Woods
    
$  2,750,000
    
1.31x
    
1.10x
    
62.39%
    
74.35%
    
Eligibility prior to December 31, 2007
43
Greens on Blossom Way(f) $  1,708,691
    
1.27x
1.19x
NA
79.51%
1.05x, 1.10x, 1.15x, 1.20x amortizing DSCR
55
    
    
Physicians Medical Center of Baton Rouge
    
    
$  2,460,000
    
    
1.17x
    
    
1.03x
    
    
72.98%
    
    
82.90%
    
    
1.15x DSCR on Interest Only; 87% Occupancy (40% Release); 1.20x amortizing DSCR; 90% Occupancy (Full Release);
76
    
Casa de Luna
    
$     700,000
    
1.22x
    
1.16x
    
63.94%
    
67.52%
    
Eligibility prior to December 1, 2008; 1.20x amortizing DSCR based on T-12
77
    
Moses Multifamily Portfolio
    
$  1,300,000
    
1.20x
    
1.08x
    
70.48%
    
78.31%
    
Eligibility prior to January 1, 2009; 1.15x DSCR on Interest Only; 95% Occupancy
85
    
33 Walt Whitman Road(g)
    
$     468,000
    
1.24x
    
1.19x
    
NA
    
73.95%
    
Eligibility prior to September 1, 2008; 1.20x amortizing DSCR; 80% LTV
105
    
5 Enterprise Drive
    
$  2,000,000
    
1.30x
    
1.00x
    
74.44%
    
96.67%
    
Eligibility prior to January 1, 2012; 1.15x amortizing DSCR
118
    
Park Avenue Villas
    
$     300,000
    
1.19x
    
1.14x
    
76.67%
    
80.00%
    
Eligibility prior to October 31, 2009; 1.20x amortizing DSCR; 95% economic occupancy
134
    
Bloomington Self Storage(g)
$     117,000
    
1.30x
    
1.28x
    
NA
    
53.95%
    
Eligibility prior to September 1, 2008; 1.20x amortizing DSCR; 80% LTV
139
    
Community Self Storage(f)
$     682,000
    
1.23x
    
1.07x
    
NA
    
71.03%
    
Eligibility prior to October 1, 2008; 1.25x amortizing DSCR; 80% LTV
148
    
Town Center - Sugarland
    
$     115,000
1.25x
    
1.21x
    
NA
    
74.18%
    
Eligibility prior to December 1, 2008; 1.20x amortizing DSCR
156
    
Noah’s Ark Self Storage Hwy 281(g)
    
$     624,000
    
1.28x
    
1.09x
    
NA
    
77.80%
    
Eligibility prior to October 1, 2008; 1.20x amortizing DSCR; 80% LTV
162
    
Indianola: North American & Parkside(f) (g)
$     363,000
    
1.25x
    
1.12x
    
NA
    
73.40%
    
Eligibility prior to September 1, 2008; 1.20x amortizing DSCR; 75% LTV
175
    
Pine Haven Mobile Home Park
    
$     250,000
    
1.20x
    
    
1.02x
    
58.30%
    
68.94%
    
Eligibility prior to October 13, 2008; 1.20x amortizing DSCR; 95% economic occupancy
(a) ‘‘Adjusted U/W DSCR as shown’’ reflects the deduction of the holdback amount from the original principal balance for purposes of the DSCR computation.
(b)  ‘‘As-Is U/W DSCR’’ reflects a DSCR computation based on the original principal balance without a deduction of the holdback amount.
(c)  ‘‘Adjusted U/W Cut-off Date LTV as shown’’ reflects the deduction of the holdback amount from the original principal balance for purposes of the LTV computation. ‘NA’ means that LTV, as shown in the prospectus supplement, was not adjusted for such Mortgage Loan.
(d)  ‘‘Actual Cut-off Date LTV’’ reflects an LTV computation based on the original principal balance without a deduction of the holdback amount.
(e)  Subject to specific conditions in related loan documents. In addition, in certain cases, the related loan documents may provide for release of a portion of the holdback amount and/or give the related borrower the multiple opportunities for determination of eligibility.
(f)  The holdback is funded by one or more letters of credit.
(g)  The holdback escrow includes additional amounts (not reflected in the chart) of at least 10% of the holdback amount with respect to one Mortgage Loan known as ‘‘Noah’s Ark Self Storage Hwy 281’’ or 15% of the holdback amount with respect to the Mortgage Loan known as ‘‘Indianola: North American & Parkside’’ for related expenses and prepayment charges.

A-1-3




(7)  The following chart describes certain characteristics of the Subordinate Companion Loans:

Mortgage Loan Cut-off Date
Mortgage
Loan Balance
Original
Subordinate
Companion
Loan Balance
Cut-off Date
LTV Ratio
for Mortgage
Loan Only
Cut-off Date
LTV Ratio
Including
Subordinate
Companion
Loan
DSCR for
Mortgage
Loan Only
DSCR
Including
Subordinate
Companion
Loan
First City Tower(a) $ 93,000,000
$ 17,000,000
(b)
43.26%     51.16%(c) 2.39x
2.02x
(c)
Casual Male HQ $ 31,682,429
$ 10,750,000
55.58% 74.26% 2.03x
1.36x
Sabre Office Center $ 17,200,000
$ 1,075,000
79.63% 84.61% 1.25x
1.12x
Summit Park Apartments $ 10,000,000
$ 300,000
80.00% 82.40% 1.23x
1.16x
Shoppes at Savannah $ 9,600,000
$ 600,000
76.80% 81.60% 1.36x
1.22x
777 Sunrise Highway $ 4,200,000
$ 250,000
72.41% 76.72% 1.22x
1.10x
(a)  Based on an ‘‘as-stabilized’’ appraised value, the ‘‘as is’’ Cut-off Date LTV Ratio for Mortgage Loan Only is 50.0% and the Cut-off Date LTV Ratio Including Subordinate Companion Loan is 59.1%.
(b)  The outstanding balance of the subordinate companion loan, as of the Cut-off Date, is $3,208,742 and has a maximum principal balance of $17,000,000.
(c)  Assumes subordinate companion loan is fully funded at $17,000,000.
(8)  For purposes of calculating Loan per Net Rentable Area SF, DSCR, Cut-off Date LTV Ratio and LTV Ratio at Maturity, the loan amount used for the Mortgage Loans known as ‘‘Mall of America,’’ ‘‘EZ Storage Portfolio’’ and ‘‘Fortress/Ryan’s Portfolio’’ is the principal balance of the Mortgage Loan included in the trust and the aggregate principal balance of the related companion loans that are pari passu in right of payments to the related Mortgage Loan included in the trust.
(9)  With respect to Mortgage Loans that are secured by a portfolio of properties, Cut-off Date LTV Ratio, LTV Ratio at Maturity, Loan per Net Rentable Area SF/Units and DSCR for each of the properties within such portfolio were calculated on an aggregate basis including all such properties.
(10)  With respect to each of the following Mortgage Loans, the ‘‘Appraised Value’’ used for purposes of calculating debt service coverage and loan-to-value ratios throughout this prospectus supplement is an ‘‘as stabilized’’ value (and the corresponding ‘‘Appraisal As-of Date’’ is also based on stabilization). Listed below are the ‘‘as is’’ values for the related mortgaged properties determined in connection with the origination of such Mortgage Loans.

Mortgage Loan ‘‘As Is’’ Value
Four Allen Center $ 214,150,000
JQH Hotel Portfolio $ 178,000,000
First City Tower $ 186,000,000
Morgan Resort Portfolio $ 107,520,000
JPIM Self Storage Portfolio $ 118,805,000
The Park at Spanish Ridge $ 29,445,000
Hawthorn Suites San Antonio $ 21,000,000
Royal Riverwood Manor Apartments $ 20,500,000
33 Walt Whitman Road $ 14,000,000
Bloomington Self Storage $ 9,920,000
Community Self-Storage $ 7,050,000
Town Center-Sugarland $ 5,880,000
(11)  Prepayment lockout is shown from the respective Mortgage Loan origination date.
(12)  Intentionally omitted.
(13)  With respect to the Mortgage Loan known as ‘‘EZ Storage Portfolio’’, voluntary prepayment is permitted without any requirement to pay a Prepayment Premium or Yield Maintenance Charge for the first $7,500,000 of such Mortgage Loan.

A-1-4




(14)  With respect to each of the Mortgage Loans listed below, a holdback reserve has been escrowed or a letter of credit has been delivered to the lender, which will be released to the related borrower upon satisfaction of certain conditions, including achieving specified debt service coverage ratios, loan-to-value ratios or, in some cases, satisfaction by the borrower of leasing-related or other conditions.

If such performance triggers are not met with respect to each of the Mortgage Loans listed below, the lender will be permitted under the Pooling and Servicing Agreement to either hold the holdback reserve or letter of credit as additional collateral or apply the holdback reserve or letter of credit to the Mortgage Loan as a partial prepayment (in which event the amortization schedule of the related Mortgage Loan will be recast):

•  Valencia Medical Building
•  Park Avenue Villas

With respect to the Valencia Medical Building loan above, the conditions for release of the $2,400,000 reserve must be satisfied by November 30, 2009 and include a DSCR of 1.20x and an LTV of 80%.

If such performance triggers are not met with respect to each of the Mortgage Loans listed below, the borrower may request the holdback reserve or letter of credit to either be held by the lender as additional collateral or be applied to the Mortgage Loan as a partial prepayment (in which event the amortization schedule of the related Mortgage Loan will be recast):

•  Casa De Luna
•  Pine Haven Mobile Home Park
•  Colony Woods
(15)  With respect to one mortgage loan known as the ‘‘JPIM Self Storage Portfolio’’ loan, the ‘‘Units’’ and ‘‘Physical Occupancy at UW’’ are based on square feet, not units.
(16)  With respect to one mortgage loan known as the ‘‘Morgan Resort Portfolio’’ loan, the ‘‘Physical Occupancy at UW’’ for each Mortgaged Property is equal to the economic occupancy as determined in the related appraisal report and the occupancy date is the ‘‘as-is’’ date of the related appraisal.

A-1-5




ANNEX A-2

Certain Characteristics of the Multifamily and Manufactured Housing Mortgage Loans

A-2-1






COMM 2006-C8

ANNEX A-2 - CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED
            HOUSING LOANS



                                                                       % OF                     MORTGAGE         CUT-OFF
                                                                   INITIAL POOL     # OF          LOAN            DATE
     ID                   PROPERTY NAME              LOAN GROUP      BALANCE     PROPERTIES     SELLER(1)        BALANCE
--------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio              2            1.72%           2            GACC         $64,800,000
    13.1      Water's Edge                               2            0.89%           1            GACC          33,600,000
    13.2      Southern Pointe                            2            0.83%           1            GACC          31,200,000
     24       Montego Bay Apartments                     2            1.01%           1            GACC          38,000,000
     29       North Bronx Portfolio                      2            0.93%          10            GACC          35,000,000
              ------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                          2            0.13%           1            GACC           4,725,738
    29.2      2770-80 Kingsbridge Terrace                2            0.12%           1            GACC           4,578,059
    29.3      1576 Taylor Avenue                         2            0.11%           1            GACC           4,135,021
    29.4      75 West 190th Street                       2            0.10%           1            GACC           3,691,983
    29.5      2500 University Avenue                     2            0.09%           1            GACC           3,544,304
              ------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                       2            0.09%           1            GACC           3,322,785
    29.7      2785 Sedgwick Avenue                       2            0.08%           1            GACC           3,027,426
    29.8      3215 Holland Avenue                        2            0.07%           1            GACC           2,805,907
    29.9      686 Rosewood Street                        2            0.07%           1            GACC           2,805,907
    29.10     2264 Grand Avenue                          2            0.06%           1            GACC           2,362,869
              ------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                    2            0.88%           1            GECC          33,075,000
     34       Heron Cay MHP                              2            0.81%           1            GACC          30,675,000
     35       Links at Mustang Creek                     2            0.74%           1            GECC          28,000,000
     37       Links at Stillwater                        2            0.73%           1            GECC          27,575,000
     38       Skylark Pointe                             2            0.72%           1            GACC          27,200,000
              ------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                      2            0.69%           1            GECC          26,000,000
     50       Wellington Place                           2            0.62%           1            GACC          23,500,000
     57       Cambridge at Southern                      2            0.49%           1            GECC          18,388,000
     58       The Ashley at Spring Valley                2            0.46%           1            GECC          17,500,000
     60       Colony Woods                               2            0.45%           1            BofA          17,100,000
              ------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana                2            0.44%           1            BofA          16,575,000
     66       Campus Crest - Milledgeville               2            0.43%           1            GECC          16,250,000
     67       University Commons - Eugene                2            0.43%           1            BofA          16,148,310
     71       Royal Riverwood Manor Apartments           2            0.39%           1            BofA          14,740,160
     72       Embarcadero Club Apartments                2            0.39%           1            GECC          14,640,000
              ------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                    2            0.36%           1            GACC          13,600,000
     75       Casa de Luna                               2            0.35%           1            BCRE          13,200,000
     76       Moses Multifamily Portfolio                2            0.34%           2            GACC          13,000,000
    76.1      208-210 East Seventh Street                2            0.19%           1            GACC           7,048,193
    76.2      114-116 East First Street                  2            0.16%           1            GACC           5,951,807
              ------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP                              2            0.33%           1            GACC          12,325,000
     82       Rio Verde MHC-IPG                          2            0.30%           1            GECC          11,479,393
     89       The Dakota Apartments                      2            0.27%           1            GECC          10,369,259
     90       266 Washington Avenue                      2            0.26%           1            GACC          10,000,000
     92       Summit Park Apartments                     2            0.26%           1            GECC          10,000,000
              ------------------------------------------------------------------------------------------------------------------
     94       Javelina Station                           2            0.26%           1            BofA           9,700,000
     96       Mesa Gardens                               2            0.25%           1            BofA           9,600,000
     100      Lake Lucerne Towers                        2            0.24%           1            GACC           9,100,000
     107      Warner Palms Apartments                    2            0.23%           1            BofA           8,600,000
     113      41-29 46th Street                          2            0.20%           1            GACC           7,500,000
              ------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                 2            0.20%           1            BCRE           7,500,000
     116      River Crossing                             2            0.19%           1            GACC           7,200,000
     117      Park Avenue Villas                         2            0.19%           1            BCRE           7,200,000
     122      Pines at Lanier                            2            0.17%           1            GACC           6,400,000
     123      Fairways Apartments                        2            0.17%           1            BCRE           6,400,000
              ------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                    2            0.14%           1            BCRE           5,300,000
     138      Parliament Bend                            2            0.14%           1            BofA           5,100,000
     145      Linkside Apartments                        2            0.12%           1            BCRE           4,500,000
     155      Terrace View Apartments                    2            0.10%           1            GECC           3,840,000
     156      Apache MHC                                 2            0.10%           1            GECC           3,750,219
              ------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside       2            0.09%           2            GECC           3,450,000
    159.1     North American                             2            0.06%           1            GECC           2,202,128
    159.2     Parkside                                   2            0.03%           1            GECC           1,247,872
     165      Summerfield MHC                            2            0.07%           1            GECC           2,500,000
     166      Contempo MHC                               2            0.07%           1            GECC           2,500,000
              ------------------------------------------------------------------------------------------------------------------


                                                        GENERAL                  DETAILED
                                                        PROPERTY                 PROPERTY
     ID                   PROPERTY NAME                 TYPE                     TYPE
--------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio             Multifamily              Conventional
    13.1      Water's Edge                              Multifamily              Conventional
    13.2      Southern Pointe                           Multifamily              Conventional
     24       Montego Bay Apartments                    Multifamily              Conventional
     29       North Bronx Portfolio                     Multifamily              Conventional
              ------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                         Multifamily              Conventional
    29.2      2770-80 Kingsbridge Terrace               Multifamily              Conventional
    29.3      1576 Taylor Avenue                        Multifamily              Conventional
    29.4      75 West 190th Street                      Multifamily              Conventional
    29.5      2500 University Avenue                    Multifamily              Conventional
              ------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                      Multifamily              Conventional
    29.7      2785 Sedgwick Avenue                      Multifamily              Conventional
    29.8      3215 Holland Avenue                       Multifamily              Conventional
    29.9      686 Rosewood Street                       Multifamily              Conventional
    29.10     2264 Grand Avenue                         Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     30       Links at Madison County                   Multifamily              Conventional
     34       Heron Cay MHP                             Manufactured Housing     Manufactured Housing
     35       Links at Mustang Creek                    Multifamily              Conventional
     37       Links at Stillwater                       Multifamily              Conventional
     38       Skylark Pointe                            Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                     Multifamily              Conventional
     50       Wellington Place                          Multifamily              Conventional
     57       Cambridge at Southern                     Multifamily              Student Housing
     58       The Ashley at Spring Valley               Multifamily              Conventional
     60       Colony Woods                              Multifamily              Student Housing
              ------------------------------------------------------------------------------------------
     62       University Commons - Urbana               Multifamily              Student Housing
     66       Campus Crest - Milledgeville              Multifamily              Student Housing
     67       University Commons - Eugene               Multifamily              Student Housing
     71       Royal Riverwood Manor Apartments          Multifamily              Student Housing
     72       Embarcadero Club Apartments               Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                   Multifamily              Conventional
     75       Casa de Luna                              Multifamily              Conventional
     76       Moses Multifamily Portfolio               Multifamily              Conventional
    76.1      208-210 East Seventh Street               Multifamily              Conventional
    76.2      114-116 East First Street                 Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     77       Vero Palm MHP                             Manufactured Housing     Manufactured Housing
     82       Rio Verde MHC-IPG                         Manufactured Housing     Manufactured Housing
     89       The Dakota Apartments                     Multifamily              Conventional
     90       266 Washington Avenue                     Multifamily              Conventional
     92       Summit Park Apartments                    Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     94       Javelina Station                          Multifamily              Student Housing
     96       Mesa Gardens                              Multifamily              Conventional
     100      Lake Lucerne Towers                       Multifamily              Conventional
     107      Warner Palms Apartments                   Multifamily              Conventional
     113      41-29 46th Street                         Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                Multifamily              Conventional
     116      River Crossing                            Multifamily              Conventional
     117      Park Avenue Villas                        Multifamily              Conventional
     122      Pines at Lanier                           Multifamily              Conventional
     123      Fairways Apartments                       Multifamily              Conventional
              ------------------------------------------------------------------------------------------
     134      Planters Run Apartments                   Multifamily              Conventional
     138      Parliament Bend                           Multifamily              Conventional
     145      Linkside Apartments                       Multifamily              Conventional
     155      Terrace View Apartments                   Multifamily              Conventional
     156      Apache MHC                                Manufactured Housing     Manufactured Housing
              ------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside      Manufactured Housing     Manufactured Housing
    159.1     North American                            Manufactured Housing     Manufactured Housing
    159.2     Parkside                                  Manufactured Housing     Manufactured Housing
     165      Summerfield MHC                           Manufactured Housing     Manufactured Housing
     166      Contempo MHC                              Manufactured Housing     Manufactured Housing
              ------------------------------------------------------------------------------------------


     ID                   PROPERTY NAME                 ADDRESS                                                  CITY
------------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio             Various                                                  Various
    13.1      Water's Edge                              10901 NW 40th Street                                     Sunrise
    13.2      Southern Pointe                           8080 NW 10th Court                                       Plantation
     24       Montego Bay Apartments                    1050 Whitney Ranch Drive                                 Henderson
     29       North Bronx Portfolio                     Various                                                  Bronx
              ----------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                         3018 Heath Avenue                                        Bronx
    29.2      2770-80 Kingsbridge Terrace               2770-80 Kingsbridge Terrace                              Bronx
    29.3      1576 Taylor Avenue                        1576 Taylor Avenue                                       Bronx
    29.4      75 West 190th Street                      75 West 190th Street                                     Bronx
    29.5      2500 University Avenue                    2500 University Avenue                                   Bronx
              ----------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                      2505 Aqueduct Avenue                                     Bronx
    29.7      2785 Sedgwick Avenue                      2785 Sedgwick Avenue                                     Bronx
    29.8      3215 Holland Avenue                       3215 Holland Avenue                                      Bronx
    29.9      686 Rosewood Street                       686 Rosewood Street                                      Bronx
    29.10     2264 Grand Avenue                         2264 Grand Avenue                                        Bronx
              ----------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                   147 Links Drive                                          Canton
     34       Heron Cay MHP                             1400 90th Avenue                                         Vero Beach
     35       Links at Mustang Creek                    2004 S. Mustang Road                                     Yukon
     37       Links at Stillwater                       4599 North Washington                                    Stillwater
     38       Skylark Pointe                            9150 Parkland Road                                       Parkville
              ----------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                     2808 South 28th Place                                    Rogers
     50       Wellington Place                          1863 Wells Road                                          Orange Park
     57       Cambridge at Southern                     130 Lanier Drive                                         Statesboro
     58       The Ashley at Spring Valley               693 South Wymore Road                                    Altamonte Springs
     60       Colony Woods                              1301 West 24th Street                                    Lawrence
              ----------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana               1321 Lincoln Avenue                                      Urbana
     66       Campus Crest - Milledgeville              500 West Franklin Street                                 Milledgeville
     67       University Commons - Eugene               90 Commons Drive                                         Eugene
     71       Royal Riverwood Manor Apartments          7767 La Riviera Drive                                    Sacramento
     72       Embarcadero Club Apartments               2210 Sullivan Road                                       College Park
              ----------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                   250 North Arcadia Avenue                                 Tuscon
     75       Casa de Luna                              5175 North Fresno Street                                 Fresno
     76       Moses Multifamily Portfolio               Various                                                  New York
    76.1      208-210 East Seventh Street               208-210 East Seventh Street                              New York
    76.2      114-116 East First Street                 114-116 East First Street                                New York
              ----------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP                             1405 82nd Avenue                                         Vero Beach
     82       Rio Verde MHC-IPG                         1402 22ND Street NE                                      Auburn
     89       The Dakota Apartments                     5101 North A Street                                      Midland
     90       266 Washington Avenue                     266 Washington Avenue                                    Brooklyn
     92       Summit Park Apartments                    1050 and 1120 Park Avenue                                Carrollton
              ----------------------------------------------------------------------------------------------------------------------
     94       Javelina Station                          1300 West Corral Street                                  Kingsville
     96       Mesa Gardens                              800 East Bobier Drive                                    Vista
     100      Lake Lucerne Towers                       20 West Lucerne Circle                                   Orlando
     107      Warner Palms Apartments                   20200 Sherman Way                                        Winnetka
     113      41-29 46th Street                         41-29 46th Street                                        Sunnyside
              ----------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                10 Barry Circle                                          Bloomfield
     116      River Crossing                            2, 3, 6 & 7 Village Lane                                 Tyngsborough
     117      Park Avenue Villas                        2102 East Park Avenue                                    Tallahassee
     122      Pines at Lanier                           2354 Pine Cove Circle                                    Gainesville
     123      Fairways Apartments                       66 Eastern Street                                        New Haven
              ----------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                   100 Golden Lane                                          Dover
     138      Parliament Bend                           11838 Parliament Drive                                   San Antonio
     145      Linkside Apartments                       25, 35 & 45  Flagstick Lane and 50 & 60 Linkside Drive   Magnolia
     155      Terrace View Apartments                   231 S. 177th Place                                       Burien
     156      Apache MHC                                56254 Twenty-nine Palms Highway                          Yucca Valley
              ----------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside      Various                                                  Indianola
    159.1     North American                            58 Lincoln Avenue                                        Indianola
    159.2     Parkside                                  1602 East 2nd Avenue                                     Indianola
     165      Summerfield MHC                           6100 East Rancier Avenue                                 Killeen
     166      Contempo MHC                              1205 E. Lyons Avenue                                     Spokane
              ----------------------------------------------------------------------------------------------------------------------


                                                                                                 NET      LOAN PER NET
                                                                                              RENTABLE    RENTABLE AREA   OCCUPANCY
     ID                   PROPERTY NAME                 COUNTY            STATE   ZIP CODE   UNITS/PADS    UNITS/PADS        RATE
------------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio             Broward           FL       Various       612       $105,882.35      97.06%
    13.1      Water's Edge                              Broward           FL        33351        320                        96.56%
    13.2      Southern Pointe                           Broward           FL        33322        292                        97.60%
     24       Montego Bay Apartments                    Clark             NV        89014        420        90,476.19       95.24%
     29       North Bronx Portfolio                     Bronx             NY       Various       535        65,420.56       97.41%
              ----------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                         Bronx             NY        10463        86                         97.67%
    29.2      2770-80 Kingsbridge Terrace               Bronx             NY        10463        71                         97.22%
    29.3      1576 Taylor Avenue                        Bronx             NY        10460        71                         94.37%
    29.4      75 West 190th Street                      Bronx             NY        10468        49                        100.00%
    29.5      2500 University Avenue                    Bronx             NY        10468        57                         98.25%
              ----------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                      Bronx             NY        10468        48                        100.00%
    29.7      2785 Sedgwick Avenue                      Bronx             NY        10468        48                        100.00%
    29.8      3215 Holland Avenue                       Bronx             NY        10467        51                         96.15%
    29.9      686 Rosewood Street                       Bronx             NY        10467        29                         93.10%
    29.10     2264 Grand Avenue                         Bronx             NY        10453        25                        100.00%
              ----------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                   Madison           MS        39046        588        56,250.00       89.97%
     34       Heron Cay MHP                             Indian River      FL        32966        597        51,381.91       88.00%
     35       Links at Mustang Creek                    Canadian          OK        73099        492        56,910.57       95.00%
     37       Links at Stillwater                       Payne             OK        74075        492        56,046.75       97.00%
     38       Skylark Pointe                            Baltimore         MD        21234        336        80,952.38       92.56%
              ----------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                     Benton            AR        72758        384        67,708.33       96.09%
     50       Wellington Place                          Clay              FL        32073        358        65,642.46       94.00%
     57       Cambridge at Southern                     Bulloch           GA        30458        228        80,649.12      100.00%
     58       The Ashley at Spring Valley               Seminole          FL        32714        260        67,307.69       95.00%
     60       Colony Woods                              Douglas           KS        66046        372        45,967.74       98.65%
              ----------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana               Champaign         IL        61801        252        65,773.81       90.44%
     66       Campus Crest - Milledgeville              Baldwin           GA        31061        168        96,726.19      100.00%
     67       University Commons - Eugene               Lane              OR        97401        252        64,080.60       95.40%
     71       Royal Riverwood Manor Apartments          Sacramento        CA        95826        250        58,960.64       96.45%
     72       Embarcadero Club Apartments               Fulton            GA        30337        404        36,237.62       94.00%
              ----------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                   Pima              AZ        85711        288        47,222.22       97.00%
     75       Casa de Luna                              Fresno            CA        93710        136        97,058.82       95.59%
     76       Moses Multifamily Portfolio               New York          NY        10009        58        224,137.93       98.28%
    76.1      208-210 East Seventh Street               New York          NY        10009        28                         96.43%
    76.2      114-116 East First Street                 New York          NY        10009        30                        100.00%
              ----------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP                             Indian River      FL        32966        285        43,245.61       86.67%
     82       Rio Verde MHC-IPG                         King              WA        98002        287        39,997.88      100.00%
     89       The Dakota Apartments                     Midland           TX        79705        320        32,403.93       90.00%
     90       266 Washington Avenue                     Kings             NY        11205        113        88,495.58       85.84%
     92       Summit Park Apartments                    Dallas            TX        75006        273        36,630.04       93.77%
              ----------------------------------------------------------------------------------------------------------------------
     94       Javelina Station                          Kleberg           TX        78363        132        73,484.85       97.22%
     96       Mesa Gardens                              San Diego         CA        92084        124        77,419.35       91.13%
     100      Lake Lucerne Towers                       Orange            FL        32801        157        57,961.78       87.90%
     107      Warner Palms Apartments                   Los Angeles       CA        91306        98         87,755.10       98.98%
     113      41-29 46th Street                         Queens            NY        11104        96         78,125.00      100.00%
              ----------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                Hartford          CT        06002        111        67,567.57       91.89%
     116      River Crossing                            Middlesex         MA        01879        96         75,000.00       90.60%
     117      Park Avenue Villas                        Leon              FL        32301        121        59,504.13       97.52%
     122      Pines at Lanier                           Hall              GA        30504        157        40,764.33       95.00%
     123      Fairways Apartments                       New Haven         CT        06513        104        61,538.46       92.31%
              ----------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                   Kent              DE        19901        72         73,611.11       98.61%
     138      Parliament Bend                           Bexar             TX        78216        232        21,982.76       93.53%
     145      Linkside Apartments                       Kent              DE        19962        60         75,000.00      100.00%
     155      Terrace View Apartments                   King              WA        98148        85         45,176.47       95.29%
     156      Apache MHC                                San Bernadino     CA        92284        136        27,575.14       99.00%
              ----------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside      Warren            IA        50125        154        22,402.60       84.42%
    159.1     North American                            Warren            IA        50125        94                         88.00%
    159.2     Parkside                                  Warren            IA        50125        60                         78.30%
     165      Summerfield MHC                           Bell              TX        76543        208        12,019.23       76.92%
     166      Contempo MHC                              Spokane           WA        99208        220        11,363.64       98.63%
              ----------------------------------------------------------------------------------------------------------------------


                                                         OCCUPANCY         ELEVATOR(S)                  UTILITIES
     ID                   PROPERTY NAME                  AS-OF DATE         (YES/NO)                  PAID BY TENANT
-----------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio              10/27/2006             No                Electric, Water, Sewer
    13.1      Water's Edge                               10/27/2006             No                Electric, Water, Sewer
    13.2      Southern Pointe                            10/27/2006             No                Electric, Water, Sewer
     24       Montego Bay Apartments                      9/7/2006              No                Electric, Water, Sewer
     29       North Bronx Portfolio                       Various            Various                  Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                          10/17/2006             No                    Electric, Gas
    29.2      2770-80 Kingsbridge Terrace                10/13/2006            Yes                    Electric, Gas
    29.3      1576 Taylor Avenue                         10/13/2006            Yes                    Electric, Gas
    29.4      75 West 190th Street                       10/13/2006            Yes                    Electric, Gas
    29.5      2500 University Avenue                     10/1/2006              No                    Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                       10/1/2006             Yes                    Electric, Gas
    29.7      2785 Sedgwick Avenue                       10/13/2006            Yes                    Electric, Gas
    29.8      3215 Holland Avenue                        10/13/2006            Yes                    Electric, Gas
    29.9      686 Rosewood Street                        10/13/2006             No                    Electric, Gas
    29.10     2264 Grand Avenue                          10/1/2006              No                    Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                    10/12/2006             No                Electric, Water, Sewer
     34       Heron Cay MHP                              10/1/2006             NAP                Electric, Water, Sewer
     35       Links at Mustang Creek                     10/13/2006             No             Electric, Gas, Water, Sewer
     37       Links at Stillwater                        10/9/2006              No                   Electric, Water
     38       Skylark Pointe                             10/30/2006             No                    Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                      10/9/2006              No                       Electric
     50       Wellington Place                           11/15/2006             No                       Electric
     57       Cambridge at Southern                       9/7/2006              No                Electric, Water, Sewer
     58       The Ashley at Spring Valley                10/18/2006             No                       Electric
     60       Colony Woods                                5/1/2006              No             Electric, Gas, Water, Sewer
              ---------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana                5/15/2006              No                 Electric, Gas, Water
     66       Campus Crest - Milledgeville                7/9/2006              No                       1/0/1900
     67       University Commons - Eugene                9/20/2006              No                    Electric, Gas
     71       Royal Riverwood Manor Apartments           12/1/2006              No             Electric, Gas, Water, Sewer
     72       Embarcadero Club Apartments                9/22/2006              No                Electric, Water, Sewer
              ---------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                    10/12/2006             No                Electric, Water, Sewer
     75       Casa de Luna                               10/16/2006             No                    Electric, Gas
     76       Moses Multifamily Portfolio                10/1/2006              No                    Electric, Gas
    76.1      208-210 East Seventh Street                10/1/2006              No                    Electric, Gas
    76.2      114-116 East First Street                  10/1/2006              No                    Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP                              10/31/2006            NAP                Electric, Water, Sewer
     82       Rio Verde MHC-IPG                           8/1/2006             NAP                    Electric, Gas
     89       The Dakota Apartments                      7/19/2006              No                Electric, Water, Sewer
     90       266 Washington Avenue                      10/16/2006            Yes                    Electric, Gas
     92       Summit Park Apartments                      5/8/2006              No                 Electric, Gas, Water
              ---------------------------------------------------------------------------------------------------------------------
     94       Javelina Station                            9/8/2006              No                       Electric
     96       Mesa Gardens                               8/25/2006              No                       Electric
     100      Lake Lucerne Towers                        10/27/2006            Yes                       Electric
     107      Warner Palms Apartments                    10/31/2006            Yes                    Electric, Gas
     113      41-29 46th Street                          10/19/2006            Yes                         None
              ---------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                 10/16/2006             No                    Electric, Heat
     116      River Crossing                             9/27/2006              No                       Electric
     117      Park Avenue Villas                         10/25/2006             No                       Electric
     122      Pines at Lanier                            10/13/2006             No                Electric, Sewer, Water
     123      Fairways Apartments                        10/4/2006              No                       Electric
              ---------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                    10/4/2006             Yes                       Electric
     138      Parliament Bend                            10/18/2006             No                Electric, Water, Sewer
     145      Linkside Apartments                        10/4/2006              No                       Electric
     155      Terrace View Apartments                     6/1/2006              No                       Electric
     156      Apache MHC                                 7/11/2006             NAP             Electric, Water, Gas, Sewer
              ---------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside        6/5/2006             NAP             Electric, Water, Gas, Sewer
    159.1     North American                              6/5/2006             NAP             Electric, Water, Gas, Sewer
    159.2     Parkside                                    6/5/2006             NAP             Electric, Water, Gas, Sewer
     165      Summerfield MHC                            10/11/2006            NAP                Electric, Water, Sewer
     166      Contempo MHC                               10/1/2006             NAP                    Electric, Gas
              ---------------------------------------------------------------------------------------------------------------------


                                                                    STUDIOS                                  1 BEDROOM
                                                   -----------------------------------------    ------------------------------------
                                                         #         AVG RENT PER    MAX              #       AVG RENT PER     MAX
     ID                   PROPERTY NAME                UNITS         MO. ($)     RENT ($)         UNITS       MO. ($)      RENT ($)
------------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio                                                        244
    13.1      Water's Edge                                                                         128         1,045         1,050
    13.2      Southern Pointe                                                                      116         1,053         1,060
     24       Montego Bay Apartments                                                               112          785           795
     29       North Bronx Portfolio                      40                                        307
              ----------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                                                                    57           621           621
    29.2      2770-80 Kingsbridge Terrace                12            631         631             36           670           670
    29.3      1576 Taylor Avenue                         2             713         713             44           667           667
    29.4      75 West 190th Street                                                                 25           664           664
    29.5      2500 University Avenue                     10            588         588             24           667           667
              ----------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                                                                 25           717           717
    29.7      2785 Sedgwick Avenue                       1             585         585             25           671           671
    29.8      3215 Holland Avenue                        10            601         601             37           702           702
    29.9      686 Rosewood Street                        5             585         585             18           682           682
    29.10     2264 Grand Avenue                                                                    16           728           728
              ----------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                                                              196          563           645
     34       Heron Cay MHP
     35       Links at Mustang Creek                                                               164          590           625
     37       Links at Stillwater                                                                  164          590           640
     38       Skylark Pointe                                                                       191          875           944
              ----------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                                                                128          553           595
     50       Wellington Place                                                                     144          640           710
     57       Cambridge at Southern                                                                48           695           695
     58       The Ashley at Spring Valley                                                          112          707           750
     60       Colony Woods                                                                         98           466           466
              ----------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana                                                          12           675           675
     66       Campus Crest - Milledgeville
     67       University Commons - Eugene                                                          24           624           624
     71       Royal Riverwood Manor Apartments                                                     128          690           699
     72       Embarcadero Club Apartments                                                          188          585           630
              ----------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                                                              149          499           545
     75       Casa de Luna                                                                         24           794           855
     76       Moses Multifamily Portfolio                                                          18
    76.1      208-210 East Seventh Street                                                           1          2,250         2,250
    76.2      114-116 East First Street                                                            17          1,142         2,500
              ----------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP
     82       Rio Verde MHC-IPG
     89       The Dakota Apartments                                                                152          535           574
     90       266 Washington Avenue                      39            872        2,000            38           815          2,000
     92       Summit Park Apartments                                                               77           546           550
              ----------------------------------------------------------------------------------------------------------------------
     94       Javelina Station
     96       Mesa Gardens                               24            794         825             37           854           950
     100      Lake Lucerne Towers                                                                  24           900           900
     107      Warner Palms Apartments                    21            952        1,240            77          1,001         1,548
     113      41-29 46th Street                          24            857        1,200            66          1,033         1,393
              ----------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments
     116      River Crossing                             4             724         750             44           932          1,005
     117      Park Avenue Villas                                                                   90           613           615
     122      Pines at Lanier                            7             394         415             102          506           545
     123      Fairways Apartments
              ----------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                                                              18           695           745
     138      Parliament Bend                            72            421         421             128          479           479
     145      Linkside Apartments
     155      Terrace View Apartments                                                              36           594           625
     156      Apache MHC
              ----------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside
    159.1     North American
    159.2     Parkside
     165      Summerfield MHC
     166      Contempo MHC
              ----------------------------------------------------------------------------------------------------------------------


                                                                    2 BEDROOM                               3 BEDROOM
                                                      -------------------------------------   --------------------------------------
                                                           #      AVG RENT PER    MAX              #       AVG RENT PER     MAX
     ID                   PROPERTY NAME                  UNITS      MO. ($)     RENT ($)         UNITS       MO. ($)      RENT ($)
------------------------------------------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio               332                                      36
    13.1      Water's Edge                                156        1,249       1,285             36         1,410        1,410
    13.2      Southern Pointe                             176        1,234       1,270
     24       Montego Bay Apartments                      208         931         970             100         1,090        1,115
     29       North Bronx Portfolio                       128                                      52
              ----------------------------------------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue                           24          831         831              5           850          850
    29.2      2770-80 Kingsbridge Terrace                 11          907         907              12          917          917
    29.3      1576 Taylor Avenue                          24          880         880              1           469          469
    29.4      75 West 190th Street                        16          935         935              6          1,058        1,058
    29.5      2500 University Avenue                      13          870         870              10          823          823
              ----------------------------------------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                         5          796         796              12         1,158        1,158
    29.7      2785 Sedgwick Avenue                        21          851         851              1          1,386        1,386
    29.8      3215 Holland Avenue                          3          984         984              1          1,099        1,099
    29.9      686 Rosewood Street                          6          942         942
    29.10     2264 Grand Avenue                            5          862         862              4           926          926
              ----------------------------------------------------------------------------------------------------------------------
     30       Links at Madison County                     392         719         825
     34       Heron Cay MHP
     35       Links at Mustang Creek                      328         670         800
     37       Links at Stillwater                         328         670         790
     38       Skylark Pointe                              145         965         988
              ----------------------------------------------------------------------------------------------------------------------
     42       Greens on Blossom Way                       256         757         845
     50       Wellington Place                            142         773         845              72          884          930
     57       Cambridge at Southern                       72         1,018       1,018             60         1,377        1,377
     58       The Ashley at Spring Valley                 148         844         860
     60       Colony Woods                                273         536         536              1           750          750
              ----------------------------------------------------------------------------------------------------------------------
     62       University Commons - Urbana                 122         900         900
     66       Campus Crest - Milledgeville                12         1,000       1,000            156         1,350        1,350
     67       University Commons - Eugene                 120         802         802
     71       Royal Riverwood Manor Apartments            100         824         859              22         1,153        1,274
     72       Embarcadero Club Apartments                 160         675         730              56          834          875
              ----------------------------------------------------------------------------------------------------------------------
     74       Arcadia Park Apartments                     139         648         690
     75       Casa de Luna                                80          972        1,125             32         1,228        1,300
     76       Moses Multifamily Portfolio                 33                                       7
    76.1      208-210 East Seventh Street                 21         1,590       2,850             6          2,265        3,800
    76.2      114-116 East First Street                   12         1,559       3,690             1          2,055        2,055
              ----------------------------------------------------------------------------------------------------------------------
     77       Vero Palm MHP
     82       Rio Verde MHC-IPG
     89       The Dakota Apartments                       168         651         825
     90       266 Washington Avenue                       25          859        1,294             11         1,104        3,000
     92       Summit Park Apartments                      180         653         675              16          787          815
              ----------------------------------------------------------------------------------------------------------------------
     94       Javelina Station                            84          964         964
     96       Mesa Gardens                                63         1,068       1,164
     100      Lake Lucerne Towers                         130        1,056       1,150             3          1,300        1,308
     107      Warner Palms Apartments
     113      41-29 46th Street                            6         1,392       1,700
              ----------------------------------------------------------------------------------------------------------------------
     114      East Wintonbury Apartments                  79          961        1,100             32         1,062        1,100
     116      River Crossing                              48         1,050       1,155
     117      Park Avenue Villas                          31          688         690
     122      Pines at Lanier                             48          564         625
     123      Fairways Apartments                         69          939         950              35         1,029        1,075
              ----------------------------------------------------------------------------------------------------------------------
     134      Planters Run Apartments                     54          910         970
     138      Parliament Bend                             32          661         661
     145      Linkside Apartments                         60          809         850
     155      Terrace View Apartments                     48          725         835              1          1,100        1,100
     156      Apache MHC
              ----------------------------------------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside
    159.1     North American
    159.2     Parkside
     165      Summerfield MHC
     166      Contempo MHC
              ----------------------------------------------------------------------------------------------------------------------


                                                                             4 BEDROOM
                                                               -------------------------------------
                                                                    #      AVG RENT PER    MAX
     ID                   PROPERTY NAME                           UNITS       MO. ($)    RENT ($)
----------------------------------------------------------------------------------------------------

     13       Broward Multifamily Portfolio
    13.1      Water's Edge
    13.2      Southern Pointe
     24       Montego Bay Apartments
     29       North Bronx Portfolio                                 8
              --------------------------------------------------------------------------------------
    29.1      3018 Heath Avenue
    29.2      2770-80 Kingsbridge Terrace
    29.3      1576 Taylor Avenue
    29.4      75 West 190th Street                                  2          1,227       1,227
    29.5      2500 University Avenue
              --------------------------------------------------------------------------------------
    29.6      2505 Aqueduct Avenue                                  6           967         967
    29.7      2785 Sedgwick Avenue
    29.8      3215 Holland Avenue
    29.9      686 Rosewood Street
    29.10     2264 Grand Avenue
              --------------------------------------------------------------------------------------
     30       Links at Madison County
     34       Heron Cay MHP
     35       Links at Mustang Creek
     37       Links at Stillwater
     38       Skylark Pointe
              --------------------------------------------------------------------------------------
     42       Greens on Blossom Way
     50       Wellington Place
     57       Cambridge at Southern                                 48         1,766       1,796
     58       The Ashley at Spring Valley
     60       Colony Woods
              --------------------------------------------------------------------------------------
     62       University Commons - Urbana                          118         1,505       1,505
     66       Campus Crest - Milledgeville
     67       University Commons - Eugene                          108         1,369       1,369
     71       Royal Riverwood Manor Apartments
     72       Embarcadero Club Apartments
              --------------------------------------------------------------------------------------
     74       Arcadia Park Apartments
     75       Casa de Luna
     76       Moses Multifamily Portfolio
    76.1      208-210 East Seventh Street
    76.2      114-116 East First Street
              --------------------------------------------------------------------------------------
     77       Vero Palm MHP
     82       Rio Verde MHC-IPG
     89       The Dakota Apartments
     90       266 Washington Avenue
     92       Summit Park Apartments
              --------------------------------------------------------------------------------------
     94       Javelina Station                                      48         1,581       1,584
     96       Mesa Gardens
     100      Lake Lucerne Towers
     107      Warner Palms Apartments
     113      41-29 46th Street
              --------------------------------------------------------------------------------------
     114      East Wintonbury Apartments
     116      River Crossing
     117      Park Avenue Villas
     122      Pines at Lanier
     123      Fairways Apartments
              --------------------------------------------------------------------------------------
     134      Planters Run Apartments
     138      Parliament Bend
     145      Linkside Apartments
     155      Terrace View Apartments
     156      Apache MHC
              --------------------------------------------------------------------------------------
     159      Indianola: North American & Parkside
    159.1     North American
    159.2     Parkside
     165      Summerfield MHC
     166      Contempo MHC
              --------------------------------------------------------------------------------------

FOOTNOTES TO ANNEX A-2

1.  GACC—German American Capital Corporation; GECC—General Electric Capital Corporation; BofA—Bank of America, National Association; BCRE—Barclays Capital Real Estate Inc.

A-2-2




ANNEX A-3

Class A-AB Planned Principal Balance

    


Date Period Balance ($)
1/10/2007 1 92,500,000
2/10/2007 2 92,500,000
3/10/2007 3 92,500,000
4/10/2007 4 92,500,000
5/10/2007 5 92,500,000
6/10/2007 6 92,500,000
7/10/2007 7 92,500,000
8/10/2007 8 92,500,000
9/10/2007 9 92,500,000
10/10/2007 10 92,500,000
11/10/2007 11 92,500,000
12/10/2007 12 92,500,000
1/10/2008 13 92,500,000
2/10/2008 14 92,500,000
3/10/2008 15 92,500,000
4/10/2008 16 92,500,000
5/10/2008 17 92,500,000
6/10/2008 18 92,500,000
7/10/2008 19 92,500,000
8/10/2008 20 92,500,000
9/10/2008 21 92,500,000
10/10/2008 22 92,500,000
11/10/2008 23 92,500,000
12/10/2008 24 92,500,000
1/10/2009 25 92,500,000
2/10/2009 26 92,500,000
3/10/2009 27 92,500,000
4/10/2009 28 92,500,000
5/10/2009 29 92,500,000
6/10/2009 30 92,500,000
7/10/2009 31 92,500,000
8/10/2009 32 92,500,000
9/10/2009 33 92,500,000
10/10/2009 34 92,500,000
11/10/2009 35 92,500,000
12/10/2009 36 92,500,000
1/10/2010 37 92,500,000
2/10/2010 38 92,500,000
3/10/2010 39 92,500,000
4/10/2010 40 92,500,000
5/10/2010 41 92,500,000
6/10/2010 42 92,500,000
7/10/2010 43 92,500,000
8/10/2010 44 92,500,000
9/10/2010 45 92,500,000
10/10/2010 46 92,500,000
11/10/2010 47 92,500,000
12/10/2010 48 92,500,000
1/10/2011 49 92,500,000
2/10/2011 50 92,500,000
3/10/2011 51 92,500,000
4/10/2011 52 92,500,000
5/10/2011 53 92,500,000
6/10/2011 54 92,500,000
7/10/2011 55 92,500,000
8/10/2011 56 92,500,000
9/10/2011 57 92,500,000
10/10/2011 58 92,500,000
11/10/2011 59 92,500,000
12/10/2011 60 92,500,000
1/10/2012 61 92,212,378
2/10/2012 62 90,763,424
3/10/2012 63 88,873,697
4/10/2012 64 87,407,684
5/10/2012 65 85,718,049
6/10/2012 66 84,235,913
7/10/2012 67 82,530,595
8/10/2012 68 81,032,174
9/10/2012 69 79,526,097
10/10/2012 70 77,797,492
11/10/2012 71 76,274,888
12/10/2012 72 74,530,208
1/10/2013 73 72,990,909
2/10/2013 74 71,443,746
3/10/2013 75 69,248,176
4/10/2013 76 67,681,886
5/10/2013 77 65,894,712
6/10/2013 78 64,311,287
7/10/2013 79 62,507,446
8/10/2013 80 60,906,712
9/10/2013 81 59,297,799
10/10/2013 82 57,780,543
11/10/2013 83 56,280,543
12/10/2013 84 54,016,138
1/10/2014 85 52,339,836
2/10/2014 86 50,654,982
3/10/2014 87 48,315,510
4/10/2014 88 46,610,122
5/10/2014 89 44,681,358
6/10/2014 90 42,957,428

A-3-1





Date Period Balance ($)
7/10/2014 91 41,010,629
8/10/2014 92 39,267,969
9/10/2014 93 37,516,419
10/10/2014 94 35,542,753
11/10/2014 95 33,772,195
12/10/2014 96 31,780,041
1/10/2015 97 29,990,283
2/10/2015 98 28,191,393
3/10/2015 99 25,748,395
4/10/2015 100 23,927,859
5/10/2015 101 21,887,092
6/10/2015 102 20,046,852
7/10/2015 103 17,986,920
8/10/2015 104 16,126,778
9/10/2015 105 9,240,409
10/10/2015 106 7,185,547
11/10/2015 107 5,328,722
12/10/2015 108 3,254,543
1/10/2016 109 1,377,657
2/10/2016 110 0

A-3-2




ANNEX B
DESCRIPTION OF TOP TEN MORTGAGE LOANS






--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

                                     [PHOTO]


                                       B-1



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

                                    [GRAPHIC]


                                       B-2



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     GACC
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE:(1)             $345,000,000
CUT-OFF DATE TMA                 $345,000,000
   BALANCE:(1)
% BY INITIAL UPB:                9.14%
INTEREST RATE:                   5.7990%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              January 1, 2007
MATURITY DATE:                   December 1, 2016
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout for 24 months from securitization date
                                 of the last pari passu note to be securitized,
                                 then defeasance is permitted. On and after
                                 October 1, 2016, prepayment is permitted
                                 without penalty.
SPONSOR:                         Triple Five National Development Corporation
BORROWERS:                       MOAC Mall Holdings LLC and MOA Entertainment
                                 Company LLC
PARI PASSU DEBT:(1)              $410,000,000
ADDITIONAL FINANCING:            None
LOCKBOX:                         Hard
INITIAL RESERVES:                Environmental and Engineering: $25,000
MONTHLY RESERVES:(2)             Springing
--------------------------------------------------------------------------------

(1)  The original Trust Mortgage Asset ("TMA") amount of $345,000,000 represents
     the A-1 Note ("A-1 Note") from a first mortgage loan with an aggregate
     original principal balance of $755,000,000. The first mortgage loan
     consists of the A-1 Note and two pari passu notes with a combined principal
     balance of $410,000,000. The pari passu notes are not included in the
     Trust. It is anticipated that the pari passu notes will be contributed to
     one or more future securitizations.

(2)  See "Reserves" herein.

--------------------------------------------------------------------------------
                            FINANCIAL INFORMATION(1)
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE /
   SQ. FT.:                      $272.57
BALLOON BALANCE / SQ. FT.:       $272.57
CUT-OFF DATE LTV:                75.50%
BALLOON LTV:                     75.50%
UNDERWRITTEN DSCR:               1.43x
--------------------------------------------------------------------------------

(1)  Calculation based upon the combined balances of the A-1 Note and the pari
     passu notes.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single Asset
PROPERTY TYPE:                   Retail / Anchored (Super Regional Mall)
COLLATERAL:                      Fee Simple
LOCATION:                        Bloomington, Minnesota
YEAR BUILT / RENOVATED:          1992 / 2005
COLLATERAL SQ. FT.:              2,769,954
TOTAL SQ. FT.:                   2,769,954
PROPERTY MANAGEMENT:(1)          Simon MOA Management Company, Inc.
UNDERWRITTEN OCCUPANCY AS OF
   NOVEMBER 2, 2006:             94.00%
UNDERWRITTEN NET OPERATING
   INCOME:                       $65,918,997
UNDERWRITTEN NET CASH FLOW:      $63,308,844
APPRAISED VALUE:                 $1,000,000,000
APPRAISAL DATE:                  September 12, 2006
--------------------------------------------------------------------------------

(1)  Triple Five, an affiliate of the borrower, is expected to replace Simon MOA
     Management Company Inc. as property manager in the first quarter of 2007.
     See "Property Management" herein.


                                       B-3



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

                                 ANCHOR TENANTS



                               % OF TOTAL       LEASE     ANCHOR      RATINGS
      TENANTS       SQ. FT.   MALL SQ. FT.   EXPIRATION    OWNED     (S/M/F)(1)     2005 SALES
----------------------------------------------------------------------------------------------

Macy's              276,581       10.0%       8/1/2015      No     BBB/Baa1/BBB+   $34,551,000
Bloomingdale's(2)   218,887        7.9        8/31/2012     No     BBB/Baa1/BBB+   $23,343,000
Nordstrom           210,664        7.6        8/6/2022      No       A/Baa1/A-     $90,342,000
Sears               177,904        6.4        8/31/2022     No       BB+/Ba1/BB        NAV
----------------------------------------------------------------------------------------------
TOTAL:              884,036       31.9%
==============================================================================================


(1)  Credit Ratings are for the parent company whether it guarantees the lease
     or not.

(2)  Under the Mall of America Loan documents, the borrower has the right to
     redevelop the premises currently occupied by Bloomingdale's. See
     "Significant Tenants" herein.

                              MAJOR IN-LINE TENANTS



                                    % OF TOTAL       LEASE     BASE RENT /        2005            RATINGS
        TENANT           SQ. FT.   MALL SQ. FT.   EXPIRATION     SQ. FT.     SALES / SQ. FT     (S/M/F)(1)
------------------------------------------------------------------------------------------------------------

Sports Authority          73,714        2.7%       1/31/2008         --        $     98.03      Not Rated
AMC Theatres(2)           62,389        2.3        8/31/2012         --        $266,214.29      Not Rated
Underwaterworld at MOA    45,209        1.6        1/31/2021         --        $    127.08      Not Rated
Old Navy                  43,851        1.6        1/31/2012      15.04        $    307.91    BBB-/Baa3/BBB-
Barnes & Noble            41,000        1.5        4/30/2014       9.88        $    158.05      Not Rated
Nordstrom Rack            40,725        1.5        5/31/2008      24.28        $    415.86      A/Baa1/A-
Marshalls                 32,120        1.2        1/31/2008      15.50        $    325.65        A/A3/-
DSW Shoe Warehouse        30,132        1.1        1/31/2008      15.50        $    310.90      Not Rated
H & M(3)                  25,816        0.9        1/31/2018      25.00                 --      Not Rated
The Gap                   22,440        0.8       12/31/2010      23.50        $    428.70    BBB-/Baa3/BBB-
------------------------------------------------------------------------------------------------------------
TOTAL:                   417,396       15.1%
============================================================================================================


(1)  Credit Ratings are of the parent company whether it guarantees the lease or
     not.

(2)  AMC Theatres pays 10% of gross revenue sales to MOAC Mall Holdings LLC.
     Sales are derived per screen (14 screens).

(3)  H&M opened July 1, 2005. Historical 2005 sales data is unavailable.

                     IN-LINE TENANTS SUMMARY INFORMATION(1)

               2005 SALES PSF (WA)   OCC. COST AS % OF SALES (WA)
               --------------------------------------------------
                       $594                      16.5%

(1)  These in-line tenants represent all tenants occupying less than 10,000 sq.
     ft.

                              ROLLOVER SCHEDULE(1)



             NUMBER OF
  YEAR OF      LEASES     EXPIRING       % OF          CUMULATIVE
EXPIRATION    EXPIRING     SQ.FT.    TOTAL SQ. FT.   TOTAL SQ. FT.
------------------------------------------------------------------

    MTM          13         18,548          0.7%          18,548
   2007          17         57,309          2.1           75,857
   2008          35        291,708         10.5          367,565
   2009          24         53,921          1.9          421,486
   2010          23         91,869          3.3          513,355
   2011          23         85,723          3.1          599,078
   2012          25        381,006         13.8          980,084
   2013          61        182,138          6.6        1,162,222
   2014          31        153,943          5.6        1,316,165
   2015          32        401,113         14.5        1,717,278
   2016          29         94,675          3.4        1,811,953
  Beyond         13        791,597         28.6        2,603,550
  Vacant         --        166,404          6.0        2,769,954
------------------------------------------------------------------
  TOTAL:        326      2,769,954        100.0%
==================================================================

                                                                 CUMULATIVE %
                                                     % OF            OF UW
  YEAR OF      CUMULATIVE %          UW            UW BASE         BASE RENT
EXPIRATION   OF TOTAL SQ. FT.   BASE RENT(2)   RENT ROLLING(2)    ROLLING(2)
-----------------------------------------------------------------------------

    MTM             0.7%         $ 1,243,652          2.5%            2.5%
   2007             2.7            1,503,603          3.0             5.5%
   2008            13.3            5,406,542         10.9            16.4%
   2009            15.2            2,640,917          5.3            21.7%
   2010            18.5            3,177,843          6.4            28.1%
   2011            21.6            3,650,056          7.4            35.5%
   2012            35.4            4,537,355          9.1            44.6%
   2013            42.0            9,189,305         18.5            63.1%
   2014            47.5            5,715,883         11.5            74.7%
   2015            62.0            5,262,329         10.6            85.3%
   2016            65.4            4,112,491          8.3            93.5%
  Beyond           94.0            3,203,760          6.5           100.0%
  Vacant          100.0                   --           --
-----------------------------------------------------------------------------
  TOTAL:          100.0%         $49,643,736        100.0%
=============================================================================


(1)  The information in this schedule is based on the assumption that no tenant
     exercises an early termination option.


                                       B-4



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

THE MALL OF AMERICA LOAN

THE LOAN. The Mall of America Loan is a $345.0 million 10-year interest only
fixed rate loan secured by a first mortgage on the borrower's fee simple
interest in an approximately 2.8 million sq. ft. retail space and amusement
complex located in Bloomington, Minnesota, which is in the Minneapolis-St. Paul
MSA. The $345.0 million loan is part of a $755.0 million whole loan which
consists of the $345.0 million A-1 Note and $410.0 million of pari passu
indebtedness anticipated to be securitized in one or more future
securitizations. The Mall of America Loan proceeds were used to refinance
existing debt on the Mall of America property and to buy out the Previous
Partners (as defined below) to provide the Mall of America Loan sponsor, Triple
Five National Development Corporation ("Triple Five"), with 100% ownership of
the fee interest in the Mall of America property. The Mall of America Loan
matures on December 1, 2016.

THE BORROWERS. The borrowers are MOAC Mall Holdings LLC and MOA Entertainment
Company LLC (together, the "borrowers") each of which are single-purpose,
bankruptcy-remote entities with independent directors, for which
non-consolidation opinions were obtained at closing.

Prior to the Mall of America Loan closing, the ownership of the Mall of America
borrowers was divided between three entities: Triple Five, Teachers Insurance
and Annuity Association ("TIAA"), and Simon Property Group ("Simon," and
together with TIAA, the "Previous Partners"). For several years there has been
outstanding litigation among the Previous Partners and Triple Five. In
connection with the buyout and at closing, Triple Five and the Previous Partners
entered into a global settlement which released all outstanding litigation
associated with the ownership interests in the Mall of America property and the
Previous Partners. A significant portion of the loan proceeds went towards the
buyout of the Previous Partners' interest in the Mall of America property with
the buyout valuation for the property predicated on a $1 billion value.

THE SPONSOR. The borrowers are sponsored by Triple Five, an entity owned by the
Ghermezian family of Canada. Triple Five has developed numerous commercial,
industrial and residential projects throughout the United States and Canada. The
company has developed various real estate projects in California, Washington,
Colorado, Minnesota, Arizona, Nevada, New York and Florida. In addition to this
property, Triple Five developed and owns the West Edmonton Mall in Edmonton,
Canada (approximately 5.2 million sq. ft.), the largest retail, hospitality and
entertainment complex in the world. Triple Five is a repeat sponsor of a
Deutsche Bank borrower. Based on the appraised value of $1.0 billion, Triple
Five has $245.0 million of implied equity in the Mall of America property
(24.5%).

THE PROPERTY. The Mall of America property is an approximately 2.8 million sq.
ft. retail and amusement complex, located 10 miles south of Minneapolis,
Minnesota, and approximately 1.5 miles from the Minneapolis/St. Paul
International Airport. The Mall of America property opened in August 1992 and
was last renovated in 2005.

The retail component of the Mall of America property contains approximately 2.5
million sq. ft. of net rentable area which consists of approximately 322 in-line
retail shops and is anchored by 4 department stores, Macy's, Bloomingdale's,
Nordstrom, and Sears, all of which are collateral for the Mall of America Loan.

The Mall of America property is configured as a rectangle, with one of the four
anchors in each corner. In the center is the seven-acre (292,060 sq. ft.)
amusement center with 28 rides (including a 74-foot high ferris wheel) known as
"The Park at MOA" (also collateral for the Mall of America Loan), which is
surrounded by four, three-level retail "avenues" and a fourth floor
"entertainment district."

Each of the four corridors or "avenues" between the anchors are distinguished by
a theme and color scheme which makes it easier for shoppers to navigate the
mall. The Mall of America property also includes Underwater World (a 1.2 million
gallon walk-through aquarium) and a LEGO Imagination Center (an interactive play
center for children). Additional attractions include, among other things, 20
full-service restaurants, 36 specialty food stores, 30 fast food restaurants, 8
nightclubs, a 14-screen movie theater, as well as three food courts. Overall,
these specialized retail spaces and amenities provide synergy with the Park at
MOA to create a unique entertainment component to the Mall of America property.
Attached to the Mall of America property are two parking structures that offer a
total of 12,550 enclosed parking spaces. In addition, there are 1,282 open air
and underground parking spaces surrounding the Mall of America property.


                                       B-5



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

SIGNIFICANT TENANTS. The Mall of America property is currently 94.00% occupied
by 326 tenants and has a stable operating performance as evidenced by a high
occupancy level and strong in-line sales of $594 per sq. ft. (weighted average
of mall stores under 10,000 sq. ft.).

THE FOUR ANCHOR TENANTS ARE:

MACY'S (NYSE: FD) (276,581 sq. ft., 10.0% of NRA, parent rated BBB/Baa1/BBB+ by
S/M/F) is a department store chain operated by Federated Department Stores
("Federated"). Federated operates 825 Macy's stores in 45 states, Washington,
D.C., Puerto Rico and Guam as well as the Bloomingdale's chain with 36 stores in
12 states. Federated was founded in 1820 and is based in Cincinnati, Ohio. In
August 2005, Federated acquired The May Department Stores Company in a
transaction valued at approximately $11.0 billion plus approximately $6.0
billion in assumed debt. At the Mall of America property, Macy's reported $125
in sales per sq. ft. in 2005 and occupancy costs of 2.3%. Macy's operates under
a twenty-five year lease expiring August 1, 2015.

BLOOMINGDALE'S (NYSE: FD) (218,887 sq. ft., 7.9% of NRA, parent rated
BBB/Baa1/BBB+ by S/M/F) is a department store chain owned by Federated.
Bloomingdale's reported 2005 sales of $107 per sq. ft. and occupancy cost of
2.7%. Bloomingdale's has a twenty-three year lease expiring August 31, 2012.
Under the Mall of America Loan documents the borrower may pursue the
redevelopment of the premises currently occupied by Bloomingdale's.

NORDSTROM, INC. (NYSE: JWN) ("Nordstrom") (210,664 sq. ft., 7.6% of NRA, rated
A/Baa1/A- by S/M/F) operates primarily as a fashion specialty retailer in the
United States. Nordstrom, through Nordstrom, Nordstrom Rack, Last Chance and
Faconnable retail stores, sells apparel, shoes, cosmetics, and accessories. As
of November 16, 2006, the company operated 99 Nordstrom stores, 50 Nordstrom
Racks and 5 Faconnable boutiques in the United States and 35 Faconnable
boutiques in Europe. Nordstrom was founded in 1901 and is based in Seattle,
Washington. At the Mall of America property, Nordstrom reported 2005 sales of
$429 per sq. ft. and an occupancy cost of 1.9%. Nordstrom operates under a lease
expiring August 6, 2022.

SEARS (NASDAQ: SHLD) (177,904 sq. ft., 6.4% of NRA, parent rated BB+/Ba1/BB by
S/M/F) operates as a retailer in the United States and Canada. Sears and its
wholly owned subsidiary Kmart, offer an array of household, recreational and
apparel products. As of May 2006, the company operated 3,900 full-line and
specialty retail stores in the United States and Canada. At the Mall of America
property, Sears, which is not required to report earnings, operates under a
thirty-one year lease expiring August 31, 2022.

THE MARKET. The Mall of America property is located in Hennepin County within
the Minneapolis-St. Paul MSA. As of 2005, the Minneapolis-St. Paul MSA had a
population of approximately 3,138,324 and Hennepin County had a population of
1,128,667. For the same period, the average household income was $79,143 and
$70,983 for Hennepin County and Minneapolis-St. Paul MSA, respectively. Within a
three, seven and ten mile radius of the Mall of America property the population
in 2005 was 51,207, 454,035 and 973,825 respectively and average household
income was $60,467, $78,214 and $74,009, respectively.

According to the third quarter of 2006 Grubb & Ellis Report, the Minneapolis
market contains approximately 15.0 million sq. ft. of super regional retail
space and has a market vacancy of 1.8%. The Mall of America property is located
in the East Hennepin County/Minneapolis submarket which contains approximately
9.7 million sq. ft in 86 properties. According to the Cushman & Wakefield
survey, the regional mall properties viewed as being competitive with the Mall
of America property show rent levels that range from $18.00-$44.00 per sq. ft.
per year for in-line shops. At the Mall of America property, rental rates
currently range from approximately $37.00-$40.00 per sq. ft. for in-line tenants
(excluding major anchors and food court).

The Mall of America property is the nation's largest retail and entertainment
complex. There are more than 35 hotels located within an 8-mile radius of the
property. The 11.6 mile Hiawatha Corridor Light Rail Transit links three of the
region's most popular destinations: Downtown Minneapolis, Minneapolis-St. Paul
International Airport and the Mall of America property. The Mall of America
property's unique tenant mix and sheer size lends it to having the power to draw
tourists from multiple states.

Key facts about the Mall of America property: (i) the total store front footage
is approximately 4.3 miles; (ii) walking distance around one level of Mall of
America property is 0.6 miles; (iii) the Mall of America property contributes
more than $1.7 billion in


                                       B-6



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

revenue annually to the state of Minnesota; (iv) the Mall of America property
employs 11,000 people year-round and 13,000 during summers and holidays; (v) it
is one of the top producing regional malls in the country as measured by its
2005 total sales of $705 million; and (vi) it is the largest super regional mall
with the highest customer draw in the United States with more than 40 million
visitors annually.

The Mall of America property has a stable operating performance as evidenced by
a high occupancy level of 94.00% and strong 2005 in-line sales of $594 per
square foot (for all tenants under 10,000 sq. ft.).

The following chart indicates the competitive set:

                                 COMPETITIVE SET



                                        DISTANCE FROM
        COMPETITOR           SQ. FT.         MALL                           ANCHORS
------------------------------------------------------------------------------------------------------

Southdale Shopping Center   1,240,888     5.0 miles     Dayton's, JC Penney, Mervyn's, Marshall's
Burnsville Center           1,078,855     19.0 miles    Dayton's, JC Penney, Mervyn's, Sears
Rosedale Shopping Center    1,138,884     8.5 miles     Dayton's, JC Penney, Mervyn's, Montgomery Ward
Ridgedale Center            1,157,764     13.5 miles    Dayton's, JC Penney, Mervyn's, Montgomery Ward


PROPERTY MANAGEMENT. Simon MOA Management Company, Inc., is currently the
property manager at the Mall of America property. Triple Five is expected to
replace Simon MOA Management Company, Inc. in the first quarter of 2007 as
property manager.

LOCKBOX/CASH MANAGEMENT. The Mall of America Loan has been structured with a
hard lockbox. Cash management becomes effective upon the occurrence of a
"Trigger Event" which is triggered by an Event of Default (as defined in the
Mall of America Loan documents) or if the DSCR is less than 1.10x for two
consecutive quarters.

RESERVES. Upon the occurrence and continuation of a Trigger Event, the borrower
is required to deposit monthly reserves for: (i) taxes, in the amount of 1/12 of
the amount the lender reasonably estimates will be required to pay taxes and
assessments, (ii) insurance, in the amount of 1/12 of the amount the lender
reasonably estimates will be required to pay the insurance premiums, (iii)
capital expenditures, in the amount of 1/12 of the amount the lender reasonably
estimates will be necessary and (iv) tenant improvement and leasing commissions,
in the amount of $30,000.

PARTIAL RELEASE. The Mall of America Loan documents permit the free release of
certain identified vacant out-parcels, provided certain conditions specified in
the Mall of America Loan documents are satisfied. In addition, in lieu of a
release of the vacant out-parcels, the borrower is permitted to lease such
parcels pursuant to a ground lease.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.


                                       B-7



--------------------------------------------------------------------------------
                                                           BALANCE: $345,000,000
8100 24th Avenue South        COLLATERAL TERM SHEET        DSCR:    1.43x
Bloomington, MN 55425            MALL OF AMERICA           LTV:     75.50%
--------------------------------------------------------------------------------

                                      [MAP]


                                       B-8



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

                                     [PHOTO]


                                       B-9



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     GACC
LOAN PURPOSE:                    Acquisition
ORIGINAL BALANCE:                $240,000,000
CUT-OFF DATE BALANCE:            $240,000,000
% BY INITIAL UPB:                6.36%
INTEREST RATE:                   5.7700%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              November 1, 2006
MATURITY DATE:                   October 1, 2013
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout for 24 months from the securitization
                                 date, then defeasance is permitted. On and
                                 after July 1, 2013, prepayment is permitted
                                 without penalty.
SPONSOR:                         Brookfield Financial Properties, L.P.
BORROWER:                        Four Allen Center Co. LLC.
LOCKBOX:                         Hard
INITIAL RESERVES:(1)             TI/LC:               $73,095,326
                                 Free Rent:           $24,832,941
                                 Additional Rent:     $14,263,064
MONTHLY RESERVES:(1)             Tax:                   Springing
                                 Insurance:             Springing
                                 TI/LC:                 Springing
                                 Replacement:           Springing
                                 Operating Expense:     Springing
--------------------------------------------------------------------------------

(1)  Monthly reserves are required only during a Lockbox Period. See "Reserves"
     herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE /
   SQ. FT.:                      $195.30
CUT-OFF DATE BALANCE / SQ. FT.
   (NET OF RESERVES):            $104.00
BALLOON BALANCE / SQ. FT.:       $195.30
CUT-OFF DATE LTV:                80.00%
CUT-OFF DATE LTV
   (NET OF RESERVES)             42.60%
BALLOON LTV:                     80.00%
UNDERWRITTEN DSCR:               1.30x

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single Asset
PROPERTY TYPE:                   Office -- CBD
COLLATERAL:                      Fee Simple
LOCATION:                        Houston, Texas
YEAR BUILT / RENOVATED:          1983 / 2006
COLLATERAL SQ. FT.:              1,228,877
PROPERTY MANAGEMENT:             Brookfield Properties Management LLC
UNDERWRITTEN OCCUPANCY AS OF
   OCTOBER 3, 2006:(1)           100.00%
UNDERWRITTEN NET OPERATING
   INCOME:                       $18,545,067
UNDERWRITTEN NET CASH FLOW:      $18,228,388
APPRAISED VALUE:(2)              $300,000,000
APPRAISAL DATE:                  September 1, 2006
--------------------------------------------------------------------------------

(1)  The lease has been executed by the tenant, Chevron USA Inc., which is
     expected to take occupancy as soon as the tenant improvements are
     substantially completed which is estimated to be February 2007.

(2)  Based on an "As Stabilized" value. Although the appraisal also includes "as
     is" and "as vacant" values, all calculations herein are based on the "as
     stabilized" value of $300 million. Since the date of the "as is" valuation,
     the Chevron USA. lease has been executed and provisions for the lease up
     costs and free rent associated with the stabilized value have been made. In
     conjunction with the Four Allen Center loan closing, the lender escrowed
     the full amount of tenant improvements/ leasing commissions ($73.1
     million), free rent ($24.8 million) and additional rent ($14.2 million).


                                      B-10



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

                              SINGLE OFFICE TENANT



              NET RENTABLE   % NET RENTABLE                WA
   TENANT        SQ. FT.         SQ. FT.      % GPR   RENT/SQ. FT.   LEASE EXPIRATION
-------------------------------------------------------------------------------------

Chevron USA     1,228,877        100.0%       100.0%    $16.00          1/14/2019


FOUR ALLEN CENTER LOAN

THE LOAN. The Four Allen Center Loan is secured by a first priority mortgage on
the borrower's fee simple interest in a 50-story 1,228,877 sq. ft. Class A
office tower located in the central business district ("CBD") of Houston, Texas.
The 7-year loan is interest only for the entire term. The property is 100%
leased by Chevron U.S.A. Inc. ("Chevron USA"), a wholly owned subsidiary of
Chevron Corporation (AA/Aa2/AA by S/M/F), which signed a 12-year NNN lease (with
lease extension options extending up to another 30 years).

THE BORROWER. The borrower, Four Allen Center Co. LLC, a Delaware limited
liability company, is a single-purpose, bankruptcy-remote entity for which a
non-consolidation opinion was delivered at closing. The borrower is sponsored by
Brookfield Financial Properties, L.P. ("Brookfield Financial") which is an
affiliate of Brookfield Property Corp. ("Brookfield"). Brookfield is a
publicly-traded North American commercial real estate company listed on both the
New York and Toronto stock exchanges under the symbol BPO. Brookfield is one of
North America's largest public real estate companies with a total market
capitalization of approximately $14.6 billion as of June 30, 2006.

Brookfield Financial had total assets of $4.2 billion and partners' capital of
$1.6 billion as of year end 2005. The company reported net income of
approximately $130 million for 2005. Brookfield Financial, through its
subsidiaries and joint ventures, is primarily involved in the operation and
development of commercial real estate located in New York City, Boston and the
Washington, D.C. area. The company's tenants are principally large financial and
professional services institutions. Brookfield Financial owns, in whole or in
part, a total of approximately 15 million sq. ft. of office property.

In October 2006, Brookfield and its joint venture partner, The Blackstone Group,
acquired Trizec Properties, Inc. (NYSE: TRZ), a publicly-traded U.S. office
REIT, and Trizec Canada Inc. (TSX: TZC), a Canadian company. The Trizec
portfolio consisted of 61 high-quality office properties totaling approximately
40 million sq. ft. in nine U.S. markets. After the acquisition of Trizec,
Brookfield, either solely or in conjunction with Blackstone, owns 8 Houston
properties with a total area of approximately 7.4 million sq. ft., including the
Four Allen Center property.

THE PROPERTY. The Four Allen Center property is a Class A property, which was
developed in 1983 by Century Development Corporation. The building comprises a
total of 1,228,877 rentable sq. ft. and has 50 stories, 2 sub-levels and a
mezzanine floor. The property's efficient central core design offers virtually
column free floors that average approximately 25,000 rentable sq. ft. The
property is constructed of reinforced concrete and steel, with a glazed glass
and a spandrel curtain wall system. The glass facade and east/west diagonal
setting provides a high level of visibility from all points of the CBD. The
building is fully sprinklered, and is replete with Class A finishes and
amenities.

The property is located in the Skyline District of downtown Houston and was
previously known as Enron Tower while it served as Enron's headquarters. The
Houston Skyline District extends across the northwestern edge of downtown from
Texas Avenue to Interstate 45 along Louisiana, Smith and Milam Streets and
contains most of the major Class A office towers in downtown Houston. The Four
Allen Center property is located along and connected to Houston's downtown
climate controlled 6.2 mile, pedestrian tunnel/skywalk system that connects most
of the major CBD properties. Four Allen Center is located adjacent to the Cullen
Centers (including Continental Center I at 1600 Smith) and directly opposite and
linked via a sky-ring to 1500 Louisiana. Chevron USA (or its affiliates) are
also tenants at both 1600 Smith and 1500 Louisiana, making Four Allen Center's
proximity to both those locations geographically and strategically significant.
The location offers access to all METRO services with tunnel access and direct
trolley service, facilitating a convenient downtown commute. Interstate 45,
Interstate 10 and US Highway 59 are easily accessible via ramps located only
blocks from the Four Allen Center property.

THE LEASE. Chevron USA has entered into a 12-year, NNN lease (the "Chevron
Lease") for the entire 1,228,877 sq. ft. building at a weighted average rental
rate equal to $16.00 per sq. ft. The Chevron Lease term commenced on September
24,


                                      B-11



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

2006. Chevron USA has the option to renew the lease for all or part of the Four
Allen Center property for an additional five, ten or fifteen year term, and may
continue to renew for such additional terms, not to exceed 30 years in the
aggregate. Rent payments commence under the Chevron Lease on February 24, 2007;
however, the Chevron Lease provides for a rent abatement period through December
24, 2007. The borrower has reserved with the lender amounts sufficient to cover
the base rent payments and additional rent (which covers operating expenses)
that otherwise would have been due from the lease commencement date through the
end of the rent abatement period (as described below under "Reserves"). Pursuant
to the Chevron Lease, Chevron USA has a one time contraction option on 250,000
sq. ft. on a full floor basis in the ninth year of the lease (which is beyond
the term of the Four Allen Center Loan) provided the following: the tenant (i)
provides at least 18 months prior written notice and (ii) pays a contraction fee
equal to the unamortized costs of the outstanding tenant improvements, leasing
commissions, any remaining rent abatements and 9 months base rent with respect
to the specific floors being cancelled. In connection with the closing of the
Four Allen Center Loan, the borrower obtained a 25 year easement to the
adjoining Allen Center garage property that permits the borrower use of at least
1,800 parking spaces in the garage.

THE TENANT. Chevron USA is a wholly owned subsidiary of Chevron Corporation, one
of the largest integrated energy companies in the world. Headquartered in San
Ramon, California, and conducting business in approximately 180 countries,
Chevron Corporation is engaged in every aspect of the oil and natural gas
industry, including exploration and production; refining, marketing and
transportation; chemicals manufacturing and sales; and power generation. With
the acquisition of Unocal in 2005 and the addition of former Unocal employees,
the company had approximately 53,000 employees (excluding about 6,000 service
station employees). Until 2004, Chevron USA was rated AA by S&P, at which time
the rating was withdrawn since the entity no longer had any public rated debt.

In 2005, Chevron Corporation produced more than 2.5 million barrels of oil
equivalent per day, with approximately 70% of the volume occurring outside the
United States and in more than 20 different countries. The acquisition of Unocal
in 2005 added 1.5 billion barrels of oil equivalent reserves. Total reserves
added during the year equated to 175% of production for the period. Chevron also
has a marketing network that supports approximately 26,500 retail outlets --
including those of affiliate companies -- in nearly 90 countries. The company
has interests in 16 power-generating assets in the United States and Asia, three
of which were added with the Unocal acquisition in 2005.

Chevron USA and its subsidiaries manage and operate most of Chevron's U.S.
business. Assets include those related to the exploration and production of
crude oil, natural gas and natural gas liquids and those associated with the
refining, marketing, supply, and distribution of products derived from
petroleum, other than natural gas liquids, excluding most of the regulated
pipeline operations of Chevron. Chevron USA also holds Chevron Corporation's
investments in the Chevron Phillips Chemical Company LLC joint venture and
Dynegy Inc.

THE MARKET. Four Allen Center is located in the Houston-metro CBD office market.
The Houston-metro CBD market has a diversified economy that is less dependent
upon the technology sector and more closely tied to the energy sector.
Conservative construction, a diversified economic base, growing employment, and
continuous population growth are the factors that have caused Houston to become
one of the strongest local economies in the country.

Houston's transportation infrastructure makes it a logical choice for corporate
offices and distribution centers. Houston's freeway system includes 575.5 miles
of freeways and expressways in the 10-county metro area. The Houston airport
system ranks fourth nationally and sixth worldwide in passenger volume. The
Houston Ship Channel, a 52-mile inland waterway, connects the Houston area with
markets throughout the world.

The Houston CBD office market is home to large energy, financial services and
professional services companies, with 14 Fortune 500 companies headquartered
downtown. The third quarter 2006 Houston CBD office average asking rental rate
is $21.60 per sq. ft. and the overall average occupancy is 83.8%. The Houston
CBD office market consists of approximately 29.2 million sq. ft. of Class A
office space with a 17.7% vacancy level, of which only 1.7% is sublease space.
Several other large commercial leases have been executed over the last six
months, including leases with Enterprise Products at 1100 Louisiana


                                      B-12



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

(320,000 sq. ft.) and Chevron USA at 1600 Smith (480,000 sq. ft.). The Houston
CBD construction activity has been quite low over the past 20 years, with only
four new buildings added, each of which featured a material element of
pre-leasing and which are currently 96% to 100% occupied.

Currently, there are economic barriers to new office construction in the Houston
CBD, including high replacement costs and an approximate three year lead time.
Also, the necessary connection to the tunnel/skybridge system physically limits
the amount of available sites for new Class A development, making Class A
contiguous blocks of 100,000 sq. ft. or greater extremely limited.

LOCKBOX/CASH MANAGEMENT. The Four Allen Center Loan has been structured with a
hard lockbox. Cash management becomes effective upon the occurrence of a
"Lockbox Period" which is triggered by an Event of Default (as defined in the
Four Allen Center Loan documents) or in the event Chevron USA fails to occupy at
least 95% of the Four Allen Center property.

PROPERTY MANAGEMENT. The Four Allen Center property is managed by Brookfield
Properties Management LLC, an affiliate of the borrower.

RESERVES. At closing, the borrower deposited (i) $73,095,326 into a tenant
improvements and leasing reserve account and (ii) $39,096,005 into a free rent
reserve account ($24,832,941 of which amount is equal to 15 months of rent due
under the Chevron Lease). The free rent reserve was established to fund rent and
operating expenses from the lease commencement date through the end of the rent
abatement period under the Chevron Lease, which can be used to cover debt
service payments, if necessary. In addition, during a Lockbox Period the
borrower is required to make monthly reserve payments as follows: (i) taxes, in
the amount of 1/12 of the amount the lender reasonably estimates will be
required to pay taxes and assessments, (ii) insurance, in the amount of 1/12 of
the amount the lender reasonably estimates will be required to pay insurance
premiums, (iii) replacement reserves, in the amount of $15,834, (iv) operating
expenses, in the amount of 1/12 of operating expenses as set forth in the annual
budget and (v) tenant improvement and leasing commissions in the amount of
$131,949.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.


                                      B-13



--------------------------------------------------------------------------------
                                                           BALANCE: $240,000,000
1400 Smith Street             COLLATERAL TERM SHEET        DSCR:    1.30x
Houston, TX 77002               FOUR ALLEN CENTER          LTV:     80.00%
--------------------------------------------------------------------------------

                                      [MAP]


                                      B-14


--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

                                    [PHOTO]


                                      B-15



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     Bank of America, National Association
LOAN PURPOSE:                    Acquisition
ORIGINAL TMA BALANCE:            $150,000,000
CUT-OFF DATE TMA
   BALANCE:                      $150,000,000
% BY INITIAL UPB:                3.97%
INTEREST RATE:(1)                5.6471%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              January 1, 2007
MATURITY DATE:                   December 1, 2016
AMORTIZATION:                    Interest Only
CALL PROTECTION:(2)              Lockout until December 1, 2008, then prepayment
                                 permitted with yield maintenance. On and after
                                 September 1, 2016, prepayment permitted without
                                 penalty.
SPONSOR:                         Kurt O'Brien; VP Mini Storage, Inc.
BORROWER:                        SS Detroit, LLC; SS Hingham, LLC; SS MNRI, LLC;
                                 SS Minnesota, LLC; SS MNMI, LLC; Chelmsford,
                                 LLC; SS Mamnoh, LLC; SS Cleveland Heights, LLC;
                                 SS North Bend, LLC; SS Brighton MA, LLC; SS
                                 Reading, LLC; SS Hiawatha II, LLC; SS South
                                 Euclid, LLC; SS MITX, LLC; SS Ferndale, LLC; SS
                                 Michigan, LLC; SS Eastpointe II, LLC; SS
                                 Lincoln Park, LLC
PARI PASSU DEBT:(3)              $150,000,000
ADDITIONAL FINANCING:            Mezzanine Loan $28,500,000
LOCKBOX:                         Soft
INITIAL RESERVES:(4)             Debt Service Reserve:    $5,400,000
                                 Tax Reserve:             $1,120,619
                                 Insurance Reserve:       $   33,076
                                 Immediate Repair         $  837,178
                                 Reserve:
                                 Environmental Reserve:   $  801,250
MONTHLY RESERVES:                Tax Reserve:             $  304,721
                                 Insurance Reserve:       $   33,076
                                 Replacement Reserve:     $   30,825
--------------------------------------------------------------------------------

(1)  The interest rate was rounded to four decimal places.

(2)  The first $7,500,000 of the EZ Storage Portfolio Loan is voluntarily
     prepayable without any requirement to pay a prepayment premium or yield
     maintenance charge. Such voluntary prepayments may occur at any time in
     connection with a property release and after the expiration of the lockout
     period if not in connection with a property release.

(3)  The original Trust Mortgage Asset ("TMA") amount of $150,000,000 represents
     the A-2 Note from a first mortgage loan in the principal amount of
     $300,000,000, consisting of the A-2 Note and a pari passu A-1 Note. The A-1
     Note is not included in the Trust.

(4)  See "Reserves" herein.

--------------------------------------------------------------------------------
                            FINANCIAL INFORMATION(1)
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE/SQ.
   FT.:                          $81.10
BALLOON BALANCE/SQ. FT.:         $81.10
CUT -OFF DATE LTV:               82.69%
BALLOON LTV:                     82.69%
UNDERWRITTEN DSCR:               1.33x
--------------------------------------------------------------------------------

(1)  Calculated based upon the combined balances of the A-1 Note and the A-2
     Note.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Portfolio (48 Properties)
PROPERTY TYPE:                   Self Storage
COLLATERAL:                      Fee Simple
LOCATION:                        Various
YEAR BUILT / RENOVATED:          Various / Various
COLLATERAL SQ. FT. / NUMBER OF
   UNITS:                        3,699,052 / 30,800
PROPERTY MANAGEMENT:             Simply Storage Management, LLC
OCCUPANCY (AS OF JULY 31,
   2006):(1)                     76.1%
UNDERWRITTEN NET OPERATING
   INCOME:                       $ 23,186,004
UNDERWRITTEN NET CASH FLOW:      $ 22,816,099
APPRAISED VALUE:                 $362,820,000
APPRAISAL DATE:(2)               Various
--------------------------------------------------------------------------------

(1)  Based on sq. ft., the occupancy is 76.8% and based on units, the occupancy
     is 76.1%.

(2)  The appraisals were completed between August 28, 2006 and September 15,
     2006.


                                      B-16



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------



                                                            % OF
                                             ALLOCATED    ALLOCATED
                                               LOAN         LOAN       APPRAISED
             PROPERTY LOCATION                AMOUNT        AMOUNT        VALUE
----------------------------------------------------------------------------------

Boston, MA (Brighton)                      $ 10,212,957       6.8%    $ 24,970,000
Minneapolis, MN (3601 Hiawatha)               5,243,497       3.5       12,820,000
Ferndale, MI                                  5,075,803       3.4       12,410,000
Southfield, MI                                4,883,569       3.3       11,940,000
Lynnfield, MA                                 4,867,208       3.2       11,900,000
Eastpointe, MI                                4,613,623       3.1       11,280,000
Warren, MI                                    4,450,019       3.0       10,880,000
St. Louis Park, MN                            3,587,010       2.4        8,770,000
Troy, MI                                      3,574,740       2.4        8,740,000
Redford, MI                                   3,574,740       2.4        8,740,000
Peabody, MA                                   3,558,379       2.4        8,700,000
Tewksbury, MA                                 3,456,127       2.3        8,450,000
Billerica, MA                                 3,394,776       2.3        7,500,000
South Euclid, OH                              3,394,776       2.3        8,300,000
Rochester Hills, MI                           3,370,235       2.2        8,240,000
Roseville II, MI (Cornillie Drive)            3,329,334       2.2        8,140,000
Warwick, RI                                   3,214,812       2.1        7,860,000
Roseville I, MI (East Twelve Mile)            3,173,911       2.1        7,340,000
Bloomfield Hills, MI                          3,112,559       2.1        7,610,000
Grand River, MI                               3,047,118       2.0        7,450,000
Shrewsbury, MA                                3,014,397       2.0        7,370,000
Chelmsford, MA                                2,989,857       2.0        7,310,000
Hingham, MA                                   2,944,866       2.0        7,200,000
Auburn Hills, MI                              2,920,325       1.9        7,140,000
Dearborn Heights, MI                          2,920,325       1.9        7,140,000
Livonia, MI                                   2,912,145       1.9        7,120,000
Lincoln Park, MI                              2,818,073       1.9        6,890,000
Minneapolis, MN (4325 Hiawatha)               2,797,622       1.9        6,840,000
Clinton Township, MI (Hall Road)              2,629,929       1.8        6,430,000
Reading, OH                                   2,548,127       1.7        6,230,000
Center Line, MI                               2,544,037       1.7        6,220,000
Dearborn, MI                                  2,544,037       1.7        6,220,000
Clinton Township, MI (Garfield)               2,535,856       1.7        6,200,000
Clinton Township, MI (Romeo Plank)            2,511,316       1.7        5,290,000
Cleveland Heights, OH                         2,494,956       1.7        6,100,000
Taylor, MI                                    2,490,865       1.7        6,090,000
Woodbury, MN                                  2,437,694       1.6        5,060,000
Cincinnati, OH (Madison Road)                 2,380,433       1.6        5,820,000
Eagan, MN                                     2,286,361       1.5        5,590,000
New Brighton, MN                              2,278,181       1.5        5,570,000
Clinton Township, MI (Groesbeck Highway)      2,135,028       1.4        5,220,000
North Bend, OH                                2,090,037       1.4        5,110,000
Farmington Hills, MI                          2,077,766       1.4        5,080,000
Sterling Heights, MI                          1,901,892       1.3        4,650,000
Marsh Lane, TX                                1,460,163       1.0        3,570,000
Burnsville, MN                                1,415,172       0.9        2,510,000
Coon Rapids, MN                               1,411,081       0.9        3,450,000
Vadnais Heights, MN                           1,374,271       0.9        3,360,000
----------------------------------------------------------------------------------
TOTAL                                      $150,000,000     100.0%    $362,820,000
==================================================================================


                                                        % OF
                                                        TOTAL            % OF      YEAR
                                             SQUARE    SQUARE    TOTAL   TOTAL   BUILT/YEAR    OWNERSHIP
            PROPERTY LOCATION                 FEET      FEET     UNITS   UNITS    RENOVATED    INTEREST
--------------------------------------------------------------------------------------------------------

Boston, MA (Brighton)                        128,855      3.5%   1,268     4.1%   2006/NAP    Fee Simple
Minneapolis, MN (3601 Hiawatha)              132,480      3.6    1,258     4.1    1953/1997   Fee Simple
Ferndale, MI                                 129,750      3.5    1,165     3.8    2004/NAP    Fee Simple
Southfield, MI                                86,575      2.3      701     2.3    1985/NAP    Fee Simple
Lynnfield, MA                                107,695      2.9    1,004     3.3    1978/2001   Fee Simple
Eastpointe, MI                                92,575      2.5      831     2.7    2006/NAP    Fee Simple
Warren, MI                                   102,350      2.8      777     2.5    1996/NAP    Fee Simple
St. Louis Park, MN                            78,100      2.1      637     2.1    1973/NAP    Fee Simple
Troy, MI                                      87,750      2.4      648     2.1    1976/NAP    Fee Simple
Redford, MI                                   67,850      1.8      634     2.1    2000/NAP    Fee Simple
Peabody, MA                                   79,620      2.2      735     2.4    1996/NAP    Fee Simple
Tewksbury, MA                                 72,230      2.0      709     2.3    1989/NAP    Fee Simple
Billerica, MA                                 95,225      2.6      809     2.6    1988/NAP    Fee Simple
South Euclid, OH                              64,620      1.7      605     2.0    1965/2004   Fee Simple
Rochester Hills, MI                           93,300      2.5      669     2.2    1988/NAP    Fee Simple
Roseville II, MI (Cornillie Drive)            79,500      2.1      582     1.9    1978/NAP    Fee Simple
Warwick, RI                                   63,500      1.7      518     1.7    1978/NAP    Fee Simple
Roseville I, MI (East Twelve Mile)            78,625      2.1      580     1.9    1974/NAP    Fee Simple
Bloomfield Hills, MI                          74,725      2.0      593     1.9    1999/NAP    Fee Simple
Grand River, MI                               78,025      2.1      638     2.1    2004/NAP    Fee Simple
Shrewsbury, MA                                66,125      1.8      606     2.0    1989/NAP    Fee Simple
Chelmsford, MA                                58,800      1.6      493     1.6    1989/NAP    Fee Simple
Hingham, MA                                   64,620      1.7      629     2.0    1983/1991   Fee Simple
Auburn Hills, MI                              79,150      2.1      619     2.0    1986/NAP    Fee Simple
Dearborn Heights, MI                          76,100      2.1      594     1.9    2001/NAP    Fee Simple
Livonia, MI                                   76,200      2.1      552     1.8    1974/NAP    Fee Simple
Lincoln Park, MI                              87,925      2.4      785     2.5    2004/NAP    Fee Simple
Minneapolis, MN (4325 Hiawatha)               56,212      1.5      576     1.9    1946/1991   Fee Simple
Clinton Township, MI (Hall Road)              89,500      2.4      557     1.8    1988/NAP    Fee Simple
Reading, OH                                   78,115      2.1      629     2.0    2001/NAP    Fee Simple
Center Line, MI                               78,400      2.1      602     2.0    1996/NAP    Fee Simple
Dearborn, MI                                  81,350      2.2      697     2.3    2004/NAP    Fee Simple
Clinton Township, MI (Garfield)               82,700      2.2      551     1.8    1988/NAP    Fee Simple
Clinton Township, MI (Romeo Plank)            69,075      1.9      509     1.7    1985/NAP    Fee Simple
Cleveland Heights, OH                         66,570      1.8      615     2.0    2005/NAP    Fee Simple
Taylor, MI                                    69,300      1.9      519     1.7    1978/NAP    Fee Simple
Woodbury, MN                                  67,525      1.8      513     1.7    1977/NAP    Fee Simple
Cincinnati, OH (Madison Road)                 64,500      1.7      507     1.6    1998/NAP    Fee Simple
Eagan, MN                                     78,850      2.1      657     2.1    1978/NAP    Fee Simple
New Brighton, MN                              62,150      1.7      563     1.8    1973/NAP    Fee Simple
Clinton Township, MI (Groesbeck Highway)      62,050      1.7      502     1.6    1987/NAP    Fee Simple
North Bend, OH                                64,950      1.8      537     1.7    2001/NAP    Fee Simple
Farmington Hills, MI                          58,800      1.6      449     1.5    1978/2003   Fee Simple
Sterling Heights, MI                          62,750      1.7      485     1.6    1987/NAP    Fee Simple
Marsh Lane, TX                                67,725      1.8      686     2.2    1986/NAP    Fee Simple
Burnsville, MN                                41,950      1.1      275     0.9    1972/NAP    Fee Simple
Coon Rapids, MN                               47,100      1.3      372     1.2    1975/NAP    Fee Simple
Vadnais Heights, MN                           47,210      1.3      360     1.2    1974/NAP    Fee Simple
--------------------------------------------------------------------------------------------------------
TOTAL                                      3,699,052    100.0%  30,800   100.0%
========================================================================================================



                                      B-17



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

THE EZ STORAGE PORTFOLIO LOAN

THE LOAN. The EZ Storage Portfolio Whole Loan is a $300 million, ten-year fixed
rate loan secured by a first mortgage on 48 self storage facilities containing a
total of 30,800 units or 3,699,052 square feet located in six states. The EZ
Storage Portfolio Whole Loan is interest only for the entire loan term and
matures on December 1, 2016. The EZ Storage Portfolio Whole Loan is part of a
split loan structure evidenced by two pari passu promissory notes referred to as
the EZ Storage Portfolio Pari Passu Note A-1 (which is excluded from the trust
fund) and EZ Storage Portfolio Pari Passu Note A-2 (which is included in the
trust fund and secures the EZ Storage Portfolio Loan). The EZ Storage Portfolio
Loan accrues interest at an annual rate of 5.647105%.

THE BORROWERS. The EZ Self Storage Portfolio Borrowers are SS Detroit, LLC, SS
Hingham, LLC, SS MNRI, LLC, SS Minnesota, LLC, SS MNMI, LLC, Chelmsford, LLC, SS
Mamnoh, LLC, SS Cleveland Heights, LLC, SS North Bend, LLC, SS Brighton MA, LLC,
SS Reading, LLC, SS Hiawatha II, LLC, SS South Euclid, LLC, SS MITX, LLC, SS
Ferndale, LLC, SS Michigan, LLC, SS Eastpointe II, LLC and SS Lincoln Park, LLC,
all of which are Delaware limited liability companies and single purpose
bankruptcy remote entities with at least two independent directors for which the
EZ Self Storage Portfolio Borrowers' legal counsel has delivered
non-consolidation opinions, and are individually and collectively, jointly and
severally, the EZ Self Storage Portfolio Borrower. Whereas some of the
individual EZ Self Storage Portfolio Borrowers are single asset entities, some
are not single asset entities, as there are multiple properties under those
individual EZ Self Storage Portfolio Borrowers. Equity ownership of all EZ Self
Storage Portfolio Borrowers is held 100.0% by SS EZ, LLC. The borrower
principals are Kurt O'Brien and VP Mini Storage, Inc., a Florida corporation. VP
Mini Storage, Inc. is wholly owned by the Duval Corporation, a Delaware limited
liability company. Mr. O'Brien is founder and president of OB Companies, a full
service real estate company focusing on self-storage properties. OB Development,
a subsidiary of OB Companies, is the exclusive Shurgard partner in Indiana and
Michigan.

THE PROPERTIES. The EZ Storage Portfolio Mortgaged Properties consist of fee
simple interests in 48 self storage facilities containing a total of 30,800
units or 3,699,052 square feet located in six states. The EZ Storage Portfolio
Mortgaged Properties were built between 1946 and 2006. Additional improvements
generally consist of a leasing office and the manager's residence. A
code-operated access gate and a video surveillance system provide property
protection.

The EZ Storage Portfolio Borrower is generally required at its sole cost and
expense to keep the EZ Self Storage Portfolio Mortgaged Properties insured
against loss or damage by fire and other risks addressed by coverage of a
comprehensive all-risk insurance policy.

Approximately eight of the EZ Storage Portfolio Mortgaged Properties are
currently or are expected to be subject to environmental operation and
maintenance programs. Three additional EZ Storage Portfolio Mortgaged Properties
are subject to, among other things, additional environmental testing, on-going
environmental clean-up and related obligations to obtain no further action
determinations by the applicable governmental authority. In addition to the
environmental reserve to address these obligations the lender required an
environmental insurance policy with an aggregate coverage limit of $15,000,000.

THE MARKET. The EZ Storage Portfolio Mortgaged Properties consist of 48 self
storage facilities located in six states: Michigan (24 properties, 1,944,325
square feet, 52.6% of total square feet), Minnesota (nine properties, 611,577
square feet, 16.5% of total square feet), Massachusetts (eight properties,
673,170 square feet, 18.2% of total square feet), Ohio (five properties, 338,755
square feet, 9.2% of total square feet), Rhode Island (one property, 63,500
square feet, 1.7% of total square feet) and Texas (one property, 67,725 square
feet, 1.8% of total square feet).


                                      B-18



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------



                                            % OF TOTAL
                 NUMBER OF     ALLOCATED    ALLOCATED                     TOTAL
                 MORTGAGED       LOAN          LOAN       APPRAISED      SQUARE     % OF TOTAL
      STATE     PROPERTIES      BALANCE      BALANCE        VALUE         FEET      SQUARE FEET
-----------------------------------------------------------------------------------------------

Michigan            24       $ 75,147,243       50.1%    $182,460,000   1,944,325       52.6%
Minnesota            9         22,830,888       15.2       53,970,000     611,577       16.5
Massachusetts        8         34,438,567       23.0       83,400,000     673,170       18.2
Ohio                 5         12,908,327        8.6       31,560,000     338,755        9.2
Rhode Island         1          3,214,812        2.1        7,860,000      63,500        1.7
Texas                1          1,460,163        1.0        3,570,000      67,725        1.8
-----------------------------------------------------------------------------------------------
TOTAL               48       $150,000,000      100.0%    $362,820,000   3,699,052      100.0%
===============================================================================================


PROPERTY MANAGEMENT. Simply Storage Management, LLC manages the EZ Self Storage
Portfolio Mortgaged Properties. Simply Storage Management, LLC, an EZ Self
Storage Portfolio Borrower-related entity founded in 1999 and headquartered in
Orlando, Florida, currently manages approximately 3.0 million square feet of
self-storage space, 3,000 multifamily units, 100,000 square feet of office space
and 200,000 square feet of retail and industrial space.

LOCKBOX/CASH MANAGEMENT. The EZ Storage Portfolio Loan is structured with a soft
lockbox. Revenue from the properties is collected by the EZ Storage Portfolio
Borrower and/or property manager and ultimately deposited into a lender
designated lockbox account. Provided no event of default under the mortgage loan
exists, the EZ Storage Portfolio Borrower has access to such lender designated
lockbox account and the deposits therein.

RESERVES. At origination, the EZ Storage Portfolio Borrower made an initial
deposit into a reserve account for payment of debt service in the amount of
$5,400,000 to be disbursed to the EZ Storage Portfolio Borrower as follows: (i)
$250,000 each month at the conclusion of months one through six; (ii) $200,000
each month at the conclusion of months seven through 12; (iii) $100,000 each
month at the conclusion of months 13 through 18; and (iv) $66,667 each month at
the conclusion of months 19 through 24. The remaining $1,700,000 will remain in
escrow until the EZ Storage Portfolio Mortgaged Properties achieve a debt
service coverage ratio of 1.20x based upon the trailing six months revenue
annualized.

At origination, the EZ Storage Portfolio Borrower made an initial deposit into a
reserve account for payment of environmental remediation in the amount of
$801,250.

At origination, the EZ Storage Portfolio Borrower made an initial deposit into a
reserve account for payment of real estate taxes in the amount of $1,120,619.
The mortgage loan requires the EZ Storage Portfolio Borrower to make monthly
deposits into such reserve account in an amount equal to 1/12 of the estimated
annual real estate taxes.

At origination, the EZ Storage Portfolio Borrower made an initial deposit into a
reserve account for payment of insurance premiums in the amount of $33,076. The
mortgage loan requires the EZ Storage Portfolio Borrower to make monthly
deposits into such reserve account in an amount equal to 1/12 of the estimated
annual insurance premiums.

At origination, the EZ Storage Portfolio Borrower made an initial deposit into a
reserve account for immediate repairs in the amount of $837,178. The mortgage
loan also requires the EZ Storage Portfolio Borrower to make monthly deposits
into a reserve account for replacement in the amount of $30,825.

PREPAYMENT. Provided that no event of default shall exist, the EZ Storage
Portfolio Borrower may voluntarily prepay the first $7,500,000 of the EZ Storage
Portfolio Loan without any requirement to pay a prepayment premium or yield
maintenance charge. Such voluntary prepayments may occur at any time if in
connection with a property release, and after the expiration of the lockout
period if not in connection with a property release.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. $28,500,000 mezzanine loan held
outside of the Trust.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

COLLATERAL RELEASE. The EZ Self Storage Portfolio Borrower may obtain the
release of an eligible property (each an "Eligible Property"), subject to the
satisfaction of certain conditions, including, but not limited to: (i) no event
of default exists; (ii) payment


                                      B-19



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

of 110% of the portion of the EZ Self Storage Portfolio Loan allocated to such
Eligible Property; (iii) the debt service coverage ratio after giving effect to
the release must be not less than the greater of (a) the debt service coverage
ratio as of the closing date of the EZ Storage Portfolio Loan or (b) the debt
service coverage ratio immediately prior to giving effect to the release; and
(iv) the loan-to-value ratio after giving effect to the release must be not
greater than the lesser of (a) the loan-to-value ratio as of the closing date of
the EZ Storage Portfolio Loan or (b) the loan-to-value ratio immediately prior
to giving effect to the release.


                                      B-20



--------------------------------------------------------------------------------
                                                         BALANCE:   $150,000,000
                             COLLATERAL TERM SHEET       DSCR:      1.33x
                              EZ STORAGE PORTFOLIO       LTV:       82.69%
--------------------------------------------------------------------------------

                                     [MAP]


                                      B-21



                      THIS PAGE INTENTIONALLY LEFT BLANK


                                      B-22



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

                                     [PHOTO]


                                      B-23



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     BCRE
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE:                $125,000,000
CUT-OFF DATE BALANCE:            $125,000,000
% BY INITIAL UPB:                3.31%
INTEREST RATE:                   6.3900%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              December 1, 2006
MATURITY DATE:                   November 1, 2016
AMORTIZATION:                    Interest only for the first twelve months of
                                 the term and a 30-year amortization schedule
                                 thereafter
CALL PROTECTION:                 Lockout for 24 months from date of
                                 securitization, then defeasance is permitted.
                                 On or after August 1, 2016, prepayment
                                 permitted without penalty.
SPONSOR:                         John Q. Hammons
BORROWER:                        John Q Hammons Fall 2006, LLC
ADDITIONAL FINANCING:(1)         None
LOCKBOX:                         Hard
INITIAL RESERVES:(2)             Tax:                   $1,229,667
MONTHLY RESERVES:(2)             Tax:                   $  180,767
                                 Insurance:              Springing
                                 FF&E Reserve:           Springing
                                 Ground Rent Reserve:    Springing
                                 Lease Reserve:          Springing
--------------------------------------------------------------------------------

(1)  See "Future Mezzanine or Subordinate Indebtedness" herein.

(2)  See "Reserves" herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN / ROOM:        $112,613
CUT-OFF DATE "STABILIZED" LTV:   65.21%
CUT-OFF DATE "AS-IS" LTV:        70.22%
MATURITY DATE "STABILIZED"
   LTV:                          57.15%
MATURITY DATE "AS-IS" LTV:       61.55%
UNDERWRITTEN DSCR:               1.39x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Portfolio -- 5 properties
PROPERTY TYPE:(1)                Hotel -- Various
COLLATERAL:                      Fee Simple/Leasehold
LOCATION:(1)                     Various
YEAR BUILT / RENOVATED:(1)       Various
NUMBER OF ROOMS:(1)              1,110
PROPERTY MANAGEMENT:             John Q. Hammons Hotels Management, LLC
OCCUPANCY AS OF 8/31/2006:       64.76%
UNDERWRITTEN NET OPERATING
   INCOME:                       $15,171,289
UNDERWRITTEN NET CASH FLOW:      $13,069,877
STABILIZED APPRAISED VALUE:(1)   $191,700,000
AS-IS APPRAISED VALUE:(1)        $178,000,000
--------------------------------------------------------------------------------

(1)  See "The Properties and Markets" herein.


                                      B-24



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

THE JQH HOTEL PORTFOLIO LOAN

THE LOAN. The JQH Hotel Portfolio loan is a $125 million, ten-year fixed rate
loan secured by first mortgages on the borrower's fee interest in four hotel
properties and the borrower's leasehold interest in one hotel property (Embassy
Suites Hampton). The JQH Hotel Portfolio Loan amortizes over a 30-year period
after an initial 12-month interest only period.

THE BORROWER. The borrower, John Q Hammons Fall 2006, LLC, a Delaware limited
liability company, is a single-purpose, bankruptcy-remote entity for which a
non-consolidation opinion was delivered at closing. The borrower is sponsored by
John Q. Hammons.

Based in Springfield, Missouri, John Q. Hammons Hotels operates properties
nationwide under the following brands: Embassy Suites Hotels, Renaissance,
Marriott, Radisson, Residence Inn, Homewood Suites by Hilton, Holiday Inn,
Holiday Inn Express, and Courtyard by Marriott. The company owns and/or manages
67 hotels, including 23 Embassy Suites Hotels, located in 24 states. The company
has more than 1.8 million square feet of meeting and convention space under
management.

The sponsor and The Revocable Trust of John Q. Hammons, dated December 28, 1989,
as amended and restated, have guaranteed to the lender (the "Sponsor Guaranty")
a portion of the JQH Hotel Portfolio loan in an amount equal to $25,000,000. The
Sponsor Guaranty will terminate provided that there is no event of default under
the loan documents, on the date that the lender has received evidence that the
stressed debt service coverage ratio (calculated in accordance with the loan
documents) for the preceding 12-month period is at least 1.25x.

THE PROPERTIES AND MARKETS. There are five properties securing the JQH Hotel
Portfolio loan:

                              PROPERTY INFORMATION



                                                                  PROPERTY                ALLOCATED
           PROPERTY NAME                   CITY       STATE        TYPE         ROOMS    LOAN AMOUNT
----------------------------------------------------------------------------------------------------

Embassy Suites Frisco                 Frisco          TX      Full Service        330   $ 53,300,000
Embassy Suites Hampton                Hampton         VA      Full Service        295     27,200,000
Embassy Suites Hot Springs            Hot Springs     AR      Full Service        246     26,800,000
Holiday Inn Express Springfield       Springfield     MO      Limited Service     120   $  9,400,000
Courtyard by Marriott Junction City   Junction City   KS      Limited Service     119   $  8,300,000
----------------------------------------------------------------------------------------------------
TOTAL                                                                           1,110   $125,000,000
====================================================================================================

                                       STABILIZED    STABILIZED       AS-IS        AS-IS
                                        APPRAISED     APPRAISAL     APPRAISED    APPRAISAL
           PROPERTY NAME                  VALUE        DATE(1)        VALUE        DATE         UW NCF
--------------------------------------------------------------------------------------------------------

Embassy Suites Frisco                 $ 80,600,000    10/1/2009   $ 72,000,000    9/5/2006   $ 4,831,300
Embassy Suites Hampton                  41,200,000    10/1/2008     39,000,000    9/5/2006     3,192,857
Embassy Suites Hot Springs              43,900,000    10/1/2008     42,400,000    9/5/2006     3,162,505
Holiday Inn Express Springfield         14,300,000    10/1/2008     13,600,000    9/1/2006     1,092,767
Courtyard by Marriott Junction City     11,700,000    10/1/2008     11,000,000   8/30/2006       790,449
--------------------------------------------------------------------------------------------------------
TOTAL                                 $191,700,000                $178,000,000               $13,069,877
========================================================================================================


(1)  Date assumes occupancy has stabilized.

EMBASSY SUITES FRISCO, TEXAS

The Embassy Suites Frisco is a 13-story, 330 room full-service hotel opened in
April 2005, and located at 7600 John Q. Hammons Drive, Frisco, Texas, in a
mixed-use center knows as Stonebriar Centre, approximately 23 miles northeast of
the Dallas/Fort Worth International Airport. Guest room amenities include a
large screen flat-panel TV, high-speed cable, on-demand movies, a hair-dryer, a
coffee-maker, telephones with data ports, high-speed internet access, and a work
desk.

According to the appraiser, HVS International, the room night demand is
primarily derived from group business generated by the adjacent 90,000 square
foot Frisco Conference Center situated across the parking lot from the property,
and from the 6,000 square foot internal meeting space. Demographic data
demonstrates that population and employment growth in the Dallas/Ft. Worth area
is strongest to the north of Dallas, following the growth and extension of the
North Dallas Parkway. The Plano area is home to JC Penney, Frito Lay North
America, EDS, Cadbury/Schweppes/Dr. Pepper/7UP, and Countrywide Mortgage, among
others, which help drive room night demand for full-service hotels.

EMBASSY SUITES HAMPTON, VIRGINIA

The Embassy Suites Hampton is a 10-story, 295 room full-service hotel opened in
August 2005, and located at 1700 Coliseum Drive, Hampton, Virginia,
approximately 18 miles from Norfolk International Airport. Guest room amenities
include a large screen flat-panel TV, high-speed cable, on-demand movies, a
hair-dryer, a coffee-maker, telephones with data ports, high-speed internet
access, and a work desk. The hotel has an exclusive right to provide food and
beverage service to the adjacent 344,000 square foot Hampton Road Convention
Center for a 10-year period ending in September 2015, with rolling 5-year
renewal options thereafter.


                                      B-25



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

According to the appraiser, HVS International, the room night demand is
primarily derived from group business, generated from the adjacent Hampton Road
Convention Center abutting the property. Corporate demand is segmented from
numerous businesses serving the military at Langley Air Force Base, as well as
shipping companies, and local/regional financial institutions. Leisure patronage
is correlated to visits to the Coliseum Mall, Virginia Air and Space Center,
Langley Air Force Base, Hampton University, and Hampton VA Medical Center.

The borrower has a leasehold interest in this property. For information about
the ground lease, see "Ground Lease" herein.

EMBASSY SUITES HOT SPRINGS, ARKANSAS

The Embassy Suites Hot Springs is a nine-story, 246 room full-service hotel
opened in June 2003, and located at 400 Convention Boulevard, Hot Springs,
Arkansas, approximately three miles southeast of Hot Springs National Park.
Guest room amenities include a large screen flat-panel TV, high-speed cable,
on-demand movies, a hair-dryer, a coffee maker, telephones with data ports,
high-speed internet access, and a work desk.

According to the appraiser, HVS International, the occupancy is driven by the
Leisure travel segment, representing almost 40% of the hotel's demand. Leisure
travel emanates from visits to Hot Springs National Park (three miles) including
its 26-mile network of hiking trails, Hot Springs Mountain, hot springs water
treatment spas, Magic Springs Amusement Park (three miles), and from Oaklawn
Jockey Club (thoroughbred racing, three miles away). An additional 40% of the
hotel's demand is generated by group business driven largely by the hotel's
proximity to the 350,000 square foot Hot Springs Convention Center. Supporting
this segment are leisure attractions surrounding the hotel, as well as ample
restaurants, taverns and night establishments. Corporate demand is generated
mainly by transient stays to local businesses and local government.

HOLIDAY INN EXPRESS SPRINGFIELD, MISSOURI

The Holiday Inn Express Springfield is a four-story, 120 room limited-service
hotel opened in March 2005, and located at 1117 East St. Louis Street,
Springfield, Missouri, approximately seven miles southeast of the
Springfield-Branson Regional Airport (SGF). Guest room amenities include cable
television, high-speed wired internet access, a work desk, an iron and ironing
board, and a personal-sized coffee-maker. Common-area amenities consist of an
outdoor pool, exercise room, business center, and eating area providing
complimentary breakfast.

According to the appraiser, HVS International, the room night demand primarily
comes from corporate travel, with the main driver being Missouri State
University. Furthermore, T-Mobile also recently announced an expansion in the
market. Leisure demand is the next highest-producing demand segment, driven by
Missouri State University. Springfield is also a popular tourist destination in
the summer months, as it is an entry point into the Ozark's and is near Branson,
Missouri as well as many other area parks and recreation areas.

COURTYARD BY MARRIOTT JUNCTION CITY, KANSAS

The Courtyard by Marriott Junction City is a three-story, 119 room
limited-service hotel and conference center opened in October 2004, and located
at 310 Hammons Drive, Junction City, Kansas, approximately, eight miles south of
Fort Riley Military Reserve. Guest room amenities include cable television,
high-speed wired internet access, a work desk, an iron and ironing board, and a
personal-sized coffee-maker. Common-area amenities consist of an indoor pool, an
exercise room, a coin-operated laundry, an eating area providing complimentary
morning breakfast, and on-site restaurant (Courtyard Cafe).

According to the appraiser, HVS International, the room night demand is balanced
among leisure, corporate, group and government. Leisure demand is generated by
the local attractions in and around the Junction City area, as well as by
travelers en route to destinations along Interstate 70, visitors to Fort Riley,
and to surrounding retail and entertainment venues. Commercial demand is
generated by firms such as Foot Locker, ConAgra, and by a variety of
corporations located in the Junction City area. Civilian and non-per-diem
civilian traffic created from the Fort Riley Army Base also drives commercial
demand within this market segment. Group business benefits from the hotel's
neighboring location to the Geary County Convention Center, which accommodates
local and regional associations, and group functions related to Kansas State
University in Manhattan (23,000 students), and Fort Riley.


                                      B-26



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

PROPERTY PERFORMANCE VS. THE COMPETITIVE SET AVERAGE.

                             PROPERTY INFORMATION(1)



                                                 OCCUPANCY                             ADR
                                      ----------------------------------   ------------------------------
                                                    COMP                              COMP
           PROPERTY NAME              PROPERTY      SET      PENETRATION   PROPERTY    SET    PENETRATION
---------------------------------------------------------------------------------------------------------

Embassy Suites Frisco                   68.5%      69.7%         98.4%       134.6    124.2      108.4%
Embassy Suites Hampton                  65.2%      64.1%        101.7%       107.0     85.2      125.6%
Embassy Suites Hot Springs              63.8%      48.6%        131.3%       124.3     82.8      150.1%
Holiday Inn Express Springfield         52.0%      61.4%         84.6%        94.3     82.6      114.2%
Courtyard by Marriott Junction City     68.1%      79.7%         85.5%        78.8     52.2      150.8%
---------------------------------------------------------------------------------------------------------
TOTAL/WTD. AVG.                         65.5%      64.0%        102.4%       119.6     98.9      120.9%
=========================================================================================================


                                                 REVPAR
                                      -------------------------------
                                                  COMP
           PROPERTY NAME              PROPERTY     SET    PENETRATION
---------------------------------------------------------------------

Embassy Suites Frisco                   93.6      86.5       108.2%
Embassy Suites Hampton                  69.8      54.6       127.8%
Embassy Suites Hot Springs              79.1      40.2       196.5%
Holiday Inn Express Springfield         49.0      50.7        96.7%
Courtyard by Marriott Junction City     53.8      41.6       129.4%
---------------------------------------------------------------------
TOTAL/WTD. AVG.                         79.3      64.0       124.0%
=====================================================================


(1)  All information is as of T-12 August 31, 2006. Property Information is
     based on the Borrower's operating statements and Competitive Set
     information is based on the respective August 30, 2006 STR Reports.

PROPERTY MANAGEMENT. The JQH Hotel Portfolio is managed by John Q. Hammons
Hotels Management, LLC, an affiliate of the borrower. Based in Springfield,
Missouri, John Q. Hammons Hotels operates properties nationwide under the
following brands: Embassy Suites Hotels, Renaissance, Marriott, Radisson,
Residence Inn, Homewood Suites by Hilton, Holiday Inn, Holiday Inn Express, and
Courtyard by Marriott. The company owns and/or manages 67 hotels, including 23
Embassy Suites Hotels, located in 24 states.

                           FRANCHISE AGREEMENT SUMMARY



                                                                              FRANCHISE AGREEMENT
           PROPERTY NAME              FRANCHISOR                                EXPIRATION DATE         PROPERTY FLAG
-------------------------------------------------------------------------------------------------------------------------

EMBASSY SUITES FRISCO                 Promus Hotels, Inc.                          June 2022           Embassy Suites
EMBASSY SUITES HAMPTON                Promus Hotels, Inc.                          June 2026           Embassy Suites
EMBASSY SUITES HOT SPRINGS            Promus Hotels, Inc.                           May 2024           Embassy Suites
HOLIDAY INN EXPRESS SPRINGFIELD       Holiday Hospitality Franchising, Inc.        March 2015        Holiday Inn Express
COURTYARD BY MARRIOTT JUNCTION CITY   Marriott International, Inc.                October 2024      Courtyard by Marriott


RESERVES. The JQH Hotel Portfolio loan requires ongoing monthly deposits in an
amount equal to 1/12 of the amount the lender reasonably estimates will be due
and payable for annual taxes for the upcoming year. The JQH Hotel Portfolio loan
requires an FF&E reserve equal to 4.0% of gross revenues but if the borrower has
spent at least 2.0% of gross revenues on FF&E for the preceding 12 month period,
the borrower may deliver to lender (i) a letter of credit acceptable to lender
or (ii) a guaranty from the sponsor, in lieu of making cash deposits into the
FF&E reserve, provided further that no such letter of credit or guaranty may
exceed $7.0 million and that the borrower will be obligated to deposit into the
FF&E, in cash, any additional amounts required under the loan documents. There
is an additional monthly reserve for the amount estimated by the lender to be
due and payable by the borrower under the Embassy Suites Hampton ground lease
for all rent and any and all other charges which may be due. In addition, there
is a lease reserve in the amount that is estimated to be due and payable by the
borrower under the Embassy Suites Frisco leases with the adjacent convention
center, so that lender has an accumulation of sufficient funds to pay the rent
under such leases at least 10 days prior to the date such rent is due. The
borrower has provided a guaranty from the sponsor in lieu of monthly deposit for
insurance premiums, FF&E, the Embassy Suites Hampton ground rent and the Embassy
Suites Frisco leases.

LOCKBOX/CASH MANAGEMENT. The JQH Hotel Portfolio loan is structured with five
hard lockboxes (one for each individual property) in place at closing. Provided
there is no cash flow sweep in place, the borrower will receive all excess cash
after the distribution of debt service payments and property operating expenses.
A cash flow sweep will become effective at any time after the termination of the
Sponsor Guaranty upon the occurrence and continuation of an event of default or
at any time the stressed debt service coverage ratio for the preceding 12-month
period is less than 1.15x and ending when the stressed debt service coverage
ratio exceeds 1.15x for two consecutive quarters.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Provided there is no event of
default, at least 24 months after the date of closing and the termination of the
Sponsor Guaranty, the owners of the borrower are permitted to obtain mezzanine
debt


                                      B-27



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

("Mezzanine Loan") provided: (a) the amount of such Mezzanine Loan must not
exceed at the time of closing of such Mezzanine Loan, an amount which, when
added to the outstanding principal balance of the JQH Hotel Portfolio loan,
results in a loan-to-value ratio in excess of the seventy percent (70%) and a
minimum debt service coverage ratio of less than 1.30x; (b) the Mezzanine Loan
may be secured by a pledge of the direct and/or indirect interests in the
borrower (provided, however, the pledge of any principal's interest in the
borrower shall not be permitted), (c) the holder of the Mezzanine Loan must at
all times be (or be a wholly owned subsidiary of) a qualified mezzanine lender
(as such term is then defined by the Rating Agencies), (d) the lender must
receive written confirmation from the Rating Agencies that the making of the
Mezzanine Loan shall not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates and (e)
all documents and instruments evidencing or securing the Mezzanine Loan
including, without limitation, a subordination and intercreditor agreement, must
be in form and substance reasonably satisfactory to the lender.

COLLATERAL RELEASE. After the expiration of the related lockout period and
provided that no event of default exists, the borrower may obtain the release of
an individual property from the lien of the mortgage and the release of the
borrower's obligations under the loan documents with respect to such property
through partial defeasance, upon the satisfaction of certain conditions,
including without limitation: (a) the amount of the outstanding principal
balance of the portion of the JQH Hotel Portfolio loan to be defeased must be at
least equal to the Release Price for such property, and (b) after giving effect
to such release, the debt service coverage ratio for the properties remaining
subject to the lien in favor of the lender will be equal to or greater than the
greater of (i) the debt service coverage ratio as of the origination date or
(ii) the debt service coverage ratio immediately prior to the release. "Release
Price", with respect to an individual property, means 120% of the applicable
Allocated Loan Amount of such individual property.

GROUND LEASE. The current ground lease term for the Embassy Suites Hampton
property expires on March 23, 2054, with four 10-year renewal terms and one
9-year renewal term. The net annual rent payable by the tenant under the ground
lease (through March 23, 2054) is $1.00.


                                      B-28



--------------------------------------------------------------------------------
                                                           BALANCE: $125,000,000
                              COLLATERAL TERM SHEET        DSCR:    1.39x
                               JQH HOTEL PORTFOLIO         LTV:     65.21%
--------------------------------------------------------------------------------

                                      [MAP]


                                      B-29



                       THIS PAGE INTENTIONALLY LEFT BLANK


                                      B-30





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


                                     [PHOTO]


                                      B-31





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     GACC
LOAN PURPOSE:
   369 Lexington                 Refinance
   2 West 46th                   Acquisition
ORIGINAL BALANCE:                $106,000,000
CUT-OFF DATE BALANCE:            $106,000,000
% BY INITIAL UPB:                2.81%
INTEREST RATE(1):                5.5902%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              January 1, 2007
MATURITY DATE:
   369 Lexington                 January 1, 2017
   2 West 46th                   January 1, 2012
AMORTIZATION:
   369 Lexington                 Interest Only through and including the payment
                                 date occurring in January, 2011. Thereafter,
                                 amortization based on a 30-year schedule.
   2 West 46th                   Interest Only
CALL PROTECTION:                 Lockout for 24 months from the securitization
                                 date, then defeasance is permitted. On and
                                 after July 1, 2016 (with respect to 369
                                 Lexington) and July 1, 2011 (with respect to 2
                                 West 46th) prepayment permitted without
                                 penalty.
SPONSORS:                        Joseph Stavrach and Faraj Srour
BORROWERS:
   369 Lexington                 Kensington Delaware, LLC and Rach Delaware,
                                 LLC;
   2 West 46th                   46th R&F Realty, LLC and 46th Rach Realty, LLC
ADDITIONAL FINANCING:            None
LOCKBOX:                         Soft at closing, springing hard
INITIAL RESERVES:(2)             Tax:           $418,636
                                 Insurance:     $179,695
                                 Free Rent      $354,233
MONTHLY RESERVES:(2)             Tax:           $209,319
                                 Insurance:     $ 16,930
                                 TI/LC:         $ 25,197
                                 Replacement:   $  4,414
--------------------------------------------------------------------------------

(1)  Represents the weighted average rate, based on the interest rates of
     5.5060% for the 369 Lexington Avenue Loan and 5.7000% for the 2 West 46th
     Street Loan.

(2)  See "Reserves" herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE /
   SQ. FT.:                      $398.78
BALLOON BALANCE / SQ. FT.:(1)    $382.81
CUT-OFF DATE LTV:                80.37%
BALLOON LTV:(1)                  77.17%
UNDERWRITTEN DSCR:(2)            1.19x
--------------------------------------------------------------------------------

(1)   Balloon balance based on final Balloon payments for both Loans.

(2)   DSCR calculated based on the amortization debt service payments for the
      369 Lexington Avenue Loan and the interest only debt service payments for
      the 2 West 46th Street Loan.

--------------------------------------------------------------------------------
                        PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Portfolio
PROPERTY TYPE:                   Office - CBD
COLLATERAL:                      Fee Simple
LOCATION:                        New York, New York
YEAR BUILT / RENOVATED:
   369 Lexington                 1927 / 2005;
   2 West 46th                   1926 / 2005
COLLATERAL SQ. FT.:              265,809
PROPERTY MANAGEMENT:
   369 Lexington                 369 Lex Management Corp.
   2 West 46th                   2 West 46th Street Management Corp.
UNDERWRITTEN OCCUPANCY AS OF
  NOVEMBER 11, 2006:(1)          95.58%
UNDERWRITTEN NET OPERATING
   INCOME:                       $8,385,958
UNDERWRITTEN NET CASH FLOW:      $8,030,450
APPRAISED VALUE:                 $131,900,000
APPRAISAL DATE:
  369 Lexington                  October 31, 2006
  2 West 46th                    November 4, 2006
--------------------------------------------------------------------------------

(1)  Weighted average occupancy rate.


                                      B-32





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


                  369 LEXINGTON AVENUE -- MAJOR OFFICE TENANTS




                                                          RENT/
           TENANT          SQ. FT.   % SQ. FT.   % GPR   SQ. FT.   LEASE EXPIRATION   RATINGS (S/M/F)(1)
--------------------------------------------------------------------------------------------------------

El Mundo (2)                13,108      8.7%      8.5%    $40.00      12/31/2011           Not Rated
Anderson & Rottenberg PC    10,006      6.7       5.3     $32.50      10/31/2007           Not Rated
Mycroft Inc.                 7,484      5.0       4.4     $36.00      12/31/2012           Not Rated
Meridian VAT Reclaim         6,100      4.1       3.8     $38.11      10/31/2008           Not Rated
--------------------------------------------------------------------------------------------------------
SUBTOTAL/WA:                36,698     24.4%     21.9%    $36.82
========================================================================================================


(1)   Credit Ratings are of the parent company whether it guarantees the lease
      or not.

(2)   Either the tenant or the borrower may terminate the lease during 2010 or
      2011 with 90 days notice. The tenant is not in occupancy but is expected
      to take occupancy by January 1, 2007. The borrower has reserved $87,387
      to cover rent abatement.

                  369 LEXINGTON AVENUE -- LEASE ROLLOVER(1)(2)




                     NUMBER OF                           CUMULATIVE     CUMULATIVE                  % OF UW    CUMULATIVE %
                       LEASES    EXPIRING   % OF TOTAL      TOTAL          % OF         UW BASE    BASE RENT    OF UW BASE
YEAR OF EXPIRATION    EXPIRING    SQ. FT.     SQ. FT.      SQ. FT.    TOTAL SQ. FT.       RENT      ROLLING    RENT ROLLING
---------------------------------------------------------------------------------------------------------------------------

       2006               1            --        0.0%         --            0.0%              --       0.0%         0.0%
       2007               3        18,253       12.1        18,253         12.1%      $  618,210      10.0         10.0%
       2008               5        18,507       12.3        36,760         24.4%         690,493      11.2         21.2%
       2009               2         6,098        4.1        42,858         28.5%         228,140       3.7         24.9%
       2010               7        25,707       17.1        68,565         45.6%         986,151      16.0         40.8%
       2011               9        39,148       26.0       107,713         71.6%       1,597,035      25.8         66.6%
       2012               1         7,484        5.0       115,197         76.6%         269,424       4.4         71.0%
       2013               1         5,588        3.7       120,785         80.3%         229,108       3.7         74.7%
       2014               0            --        0.0       120,785         80.3%              --       0.0         74.7%
       2015               0            --        0.0       120,785         80.3%              --       0.0         74.7%
       2016               4        23,876       15.9       144,661         96.2%       1,383,661      22.4         97.1%
    Thereafter            1         1,875        1.2       146,536         97.4%         179,606       2.9        100.0%
      Vacant             --         3,851        2.6       150,387        100.0%              --        --           --
---------------------------------------------------------------------------------------------------------------------------
      TOTAL:             34       150,387      100.0%                                 $6,181,828     100.0%
===========================================================================================================================


(1)   The numbers in this chart are based on the actual in-place rent roll. The
      underwritten net cash flow is based on an "as stabilized" rent roll.

(2)   The numbers in this chart are based on the assumption that no tenant
      exercises an early termination option.


                                      B-33





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


                       2 WEST 46TH STREET -- MAJOR TENANTS




                                                                  RENT/
           TENANT                  SQ. FT.   % SQ. FT.   % GPR   SQ. FT.   LEASE EXPIRATION   RATINGS (S/M/F)(1)
----------------------------------------------------------------------------------------------------------------

Dollar Program (retail)              9,990      8.7%      6.8%    $31.96       2/28/2011           Not Rated
Royal Chain                          8,669      7.5       5.5     $29.76       3/31/2009           Not Rated
Arthur Brown & Bros (retail)(2)      7,269      6.3       4.3     $27.57       2/28/2013           Not Rated
Robert Pomann Sound                  5,423      4.7       5.2     $45.03       3/31/2007           Not Rated
Carelle Jewelry                      3,028      2.6       3.4     $51.84       8/31/2010           Not Rated
----------------------------------------------------------------------------------------------------------------
SUBTOTAL/WA:                        34,379     29.8%     25.3%    $34.29
================================================================================================================


(1)  Credit Ratings are of the parent company whether it guarantees the lease or
     not.

(2)  Tenant has the right to terminate at any time after February 28, 2008, with
     90 days notice with no termination fee.

                     2 WEST 46TH STREET -- LEASE ROLLOVER(1)



                NUMBER OF                           CUMULATIVE   CUMULATIVE                % OF UW     CUMULATIVE %
    YEAR OF       LEASES    EXPIRING   % OF TOTAL      TOTAL     % OF TOTAL     UW BASE    BASE RENT    OF UW BASE
  EXPIRATION     EXPIRING    SQ. FT.     SQ. FT.      SQ. FT.      SQ. FT.       RENT       ROLLING    RENT ROLLING
-------------------------------------------------------------------------------------------------------------------

     2006           1            551        0.5%          551         0.5%    $   30,618       0.7%         0.7%
     2007           24        20,303       17.6        20,854        18.1      1,008,898      21.6         22.3%
     2008           22        12,496       10.8        33,350        28.9        650,270      13.9         36.3%
     2009           25        24,625       21.3        57,975        50.2        991,813      21.3         57.5%
     2010           17        16,306       14.1        74,281        64.4        745,764      16.0         73.5%
     2011           10        16,382       14.2        90,663        78.5        623,449      13.4         86.9%
     2012           1          2,170        1.9        92,833        80.4        102,000       2.2         89.1%
     2013           4         10,030        8.7       102,863        89.1        318,892       6.8         95.9%
     2014           3          2,541        2.2       105,404        91.3        128,361       2.8         98.7%
     2015           0             --        0.0       105,404        91.3             --       0.0         98.7%
     2016           0             --        0.0       105,404        91.3             --       0.0         98.7%
  Thereafter        2          2,133        1.8       107,537        93.2         61,805       1.3        100.0%
    Vacant          --         7,885        6.8       115,422       100.0%            --        --           --
-------------------------------------------------------------------------------------------------------------------
    TOTAL:         109       115,422      100.0%                              $4,661,871     100.0%
===================================================================================================================


(1)  The numbers in this chart are based on the assumption that no tenant
     exercises an early termination option.

THE MANHATTAN OFFICE PORTFOLIO LOAN

THE LOAN. The Manhattan Office Portfolio Loan (as defined herein) consists of
two cross-collateralized and cross-defaulted loans secured by first mortgages on
the related borrowers' fee simple interest in two office buildings located in
Midtown Manhattan, one located at 369 Lexington Avenue (the "369 Lexington
Avenue Loan") and one located at 2 West 46th Street, (the "2 West 46th Street
Loan," and, together with the 369 Lexington Avenue Loan, the "Manhattan Office
Portfolio Loan"). The 369 Lexington Avenue Loan has a 10-year term, accrues
interest at a fixed rate equal to 5.5060%, requires interest only payments for
the first five years and payments thereafter are based on a 30-year amortization
schedule. The 369 Lexington Avenue Loan proceeds were used to refinance the 369
Lexington Avenue property. The 2 West 46th Street Loan has a 5-year term accrues
interest at a rate equal to 5.7000% and requires interest only payments for the
entire loan term. The 2 West 46th Street Loan proceeds were used to fund the
acquisition of the related Manhattan Office Portfolio property for approximately
$54.6 million; therefore the borrower has cash equity of approximately $8.6
million. Based on the combined appraised value of $131.9 million, the borrowers
have implied equity of $25.9 million in the Manhattan Office Portfolio
properties.


                                      B-34





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


                         MANHATTAN OFFICE PORTFOLIO LOAN



                           LOAN                      YEAR   CUT-OFF LOAN
      LOAN NAME          PURPOSE       LOCATION     BUILT      AMOUNT
------------------------------------------------------------------------

369 Lexington Avenue   Refinance     New York, NY    1927   $ 60,000,000
2 West 46th Street     Acquisition   New York, NY    1926     46,000,000
------------------------------------------------------------------------
TOTAL/WTD. AVG.                                             $106,000,000
========================================================================


      LOAN NAME        SQ. FT.   APPRAISED VALUE   OCCUPANCY     UW NCF
-------------------------------------------------------------------------

369 Lexington Avenue   150,387     $ 75,100,000      97.44%    $4,982,061
2 West 46th Street     115,422       56,800,000      93.17      3,048,389
-------------------------------------------------------------------------
TOTAL/WTD. AVG.        265,809     $131,900,000      95.58%    $8,030,450
=========================================================================


THE BORROWERS. The borrowers under the 369 Lexington Avenue Loan are two
tenant-in-common borrowers, each of which only have two members, Kensington
Delaware, LLC and Rach Delaware, LLC, each having a 50% ownership interest in
the 369 Lexington Avenue property (the "369 Lexington Avenue Borrower"). The
borrowers under the 2 West 46th Street Loan are two tenant-in-common borrowers,
46th R&F Realty, LLC and 46th Rach Realty, LLC, each having a 50% ownership
interest in the 2 West 46th Street property (the "2 West 46th Street Borrower"
and together with the 369 Lexington Avenue Borrower, the "borrowers"). The
borrowers are special-purpose, bankruptcy-remote entities, each with at least
one independent director and for which non-consolidation opinions were obtained
at closing. The Manhattan Office Portfolio Loan is sponsored by Joseph Stavrach
and Faraj Srour, both of whom are the only members of each tenant-in-common
borrower. Mr. Stavrach has over 20 years of real estate experience and currently
has ownership interest in three office properties totaling 455,000 sq. ft. As of
January 1, 2006, Mr. Stavrach had a net worth of $20.8 million and liquidity of
$2.0 million. With over 18 years of real estate experience, Faraj Srour has
ownership interests in over 18 office properties in Manhattan totaling
approximately 1.4 million sq. ft. As of December 19, 2005, Mr. Srour had a net
worth of $36.0 million and liquidity of $1.0 million.

THE PROPERTIES. The 369 Lexington Avenue property is a 150,387 sq. ft., Class B
office complex with ground floor retail space located at the southeast corner of
41st Street and Lexington Avenue in Midtown Manhattan. Constructed in 1927, 369
Lexington Avenue is located in the heart of the Grand Central submarket, just
one block south of Grand Central Station. The 369 Lexington Avenue property is
an art deco building that compliments neighboring Grand Central architectural
icons such as the Chanin Building, the Graybar Building and the Chrysler
Building. The 369 Lexington Avenue property offers superior light and air due to
its corner location and setback from its neighbors. The property provides a
desirable corporate environment for Midtown boutique firms seeking full floor
identity one block from Grand Central Station. The subject site consists of a
10,856 sq. ft. parcel of land (0.25 acres) which has approximately 92 feet of
frontage along 41st Street and 118 feet of frontage along Lexington Avenue.

The 2 West 46th Street property is a 17-story, 115,422 sq. ft., Class B office
building with ground floor retail space located just west of Fifth Avenue in the
heart of Manhattan's Diamond District. The building's location offers excellent
access to the many amenities of Midtown Manhattan. Constructed in 1926, the 2
West 46th Street property has recently undergone numerous capital improvements
that provide tenants with a full range of modern amenities which include
modernized elevators, new windows, renovated bathrooms, improved electrical
systems and replaced risers.

The Manhattan Office Portfolio properties have unused development rights or
"air rights". Recent sales of well positioned air rights have reached $400 per
sq. ft. in Manhattan.

SIGNIFICANT TENANTS. The Manhattan Office Portfolio properties have a combined
weighted average occupancy of 95.58%.

As of November 11, 2006, the 369 Lexington Avenue property is 97.44% occupied by
30 office tenants and four retail tenants. The weighted average rental rate for
the office tenants is $38.30 per sq. ft.

THE 369 LEXINGTON AVENUE PROPERTY'S THREE LARGEST TENANTS ARE:

OLD BRIDGE GOURMET DELI (14,039 sq. ft., 9.3% of NRA, 13.7% of GPR) operates
under a 12-year lease expiring on December 31, 2016. The rental rate per sq. ft.
of $60.45 remains constant throughout the lease term. Old Bridge Gourmet Deli
occupies space as a deli on the ground floor of the property.

EL MUNDO (13,108 sq. ft., 8.7% of NRA, 8.5% of GPR) operates under a five year
lease expiring on December 31, 2011. The rental rate per sq. ft. of $40.00
remains constant throughout the lease term. Either the borrower or tenant may
terminate the


                                      B-35





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


lease during 2010 or 2011 with 90 days notice. Although El Mundo will be
operating offices at the property, they sell a variety of consumer goods from
clothing to household items at 14 discount department stores in New York City
and New Jersey. The El Mundo department store chain is jointly owned by one of
the loan sponsors, Faraj Srour and his brother, Raymond Srour.

ANDERSON & ROTTENBERG, PC (10,006 sq. ft., 6.7% of NRA, 5.3% of GPR) operates
under a 10-year lease which expires on October 31, 2007. The rental rate per sq.
ft. of $32.50 remains constant throughout the lease term. Anderson & Rottenberg,
PC is a full-service law firm. The firm also has offices in White Plains, New
York and Hackensack, New Jersey.

As of November 11, 2006, the 2 West 46th Street Mortgaged Property is 93.17%
occupied by 105 office tenants and two retail tenants. The weighted average
rental rate for the office tenants is $43.40 per sq. ft. Thirty-eight of the
tenants at the 2 West 46th Street property (40,804 sq. ft., 35.4% of NRA, 35.4%
of the GPR) have the right to terminate their leases as of a given date with
either 30 through 90 days notice with no termination fees.

THE 2 WEST 46TH STREET PROPERTY'S FOUR LARGEST TENANTS ARE:

DOLLAR PROGRAM LLC dba 'Everything $0.99 Cents or Less' (9,990 sq. ft., 8.7% of
NRA, 6.8% of GPR) operates under a 9-year lease which expires February 28, 2011.
The rental rate per sq. ft. of $31.96 remains constant throughout the lease
term. 'Everything $0.99 Cents or Less' is one of two ground floor retailers at
the 2 West 46th Street property.

ROYAL CHAIN (8,669 sq. ft., 7.5% of NRA, 5.5% of GPR) operates under a 10-year
lease which expires on March 31, 2009. The rental rate per sq. ft. of $29.76
remains constant throughout the lease term. Royal Chain creates jewelry that is
sold in over 6,000 retail stores throughout the U.S., Canada, Mexico and the
Caribbean Islands. It is headquartered at the 2 West 46th Street property.

ARTHUR BROWN & BROTHERS, INC. (7,269 sq.ft., 6.3% of NRA, 4.3% of the GPR)
operates under a 10-year lease which expires on February 28, 2013. The rental
rate per sq. ft. of $27.57 remains constant throughout lease term. Under the
lease, either the tenant or the borrower has the right to terminate at any time
after February 28, 2008 with 90 days notice and no termination fee. Arthur Brown
& Brothers, Inc., located at this property for approximately 50 years, sells
high end writing instruments and related items worldwide through its website and
various catalogues.

ROBERT POMANN SOUND PRODUCTION (5,423 sq. ft., 4.7% of NRA, 5.2% of GPR)
operates under a 6-year lease. The rental rate per sq. ft. of $45.03 remains
constant throughout the lease term. Rober Pomann Sound is a full-service
audio-post production facility with 7 state of the art studios. The company has
been involved in the production of audio for television, radio, animation and
film for over 20 years. Bob Pomann formed Pomann Sound in the early 1980's. The
company has been located at this since its inception, expanding from a one room
sky loft to three floors. Clients of Pomann Sound include Dairy Queen, Nokia,
Verizon, Subway, ESPN and Dunkin' Donuts.

THE MARKET. Both of the Manhattan Office Portfolio properties feature office and
retail space in the Midtown Manhattan market.

OFFICE. The office inventory for Manhattan totaled approximately 496.7 million
sq. ft. as of the first quarter of 2006. The overall vacancy rate was 6.7% and
the average asking rent was $43.54 per sq. ft. Both of the Manhattan Office
Portfolio properties are located within the Midtown office market. The core
portion of the Midtown office market is between Third and Eighth Avenues. This
market includes residential neighborhoods and cultural attractions and has a
diverse commercial tenant base.

As of the first quarter of 2006, the Midtown office market totaled 292.8 million
sq. ft. in 1,521 buildings. Of the total inventory, 202 million sq. ft. was
Class A space, 58.2 million was Class B space and 32.4 million sq. ft. was Class
C space.

The direct vacancy rate in Midtown was 6.0% as of the first quarter 2006.
Vacancy rates have been steadily trending downward from 2003's high of 9.7%. The
vacancy rate for Class B space was 5.7%. The average rental rate for Class B
buildings was $43.37 per sq. ft.

The 369 Lexington Avenue property is specifically located within the Grand
Central office submarket where office inventory is comprised of 6.0 million sq.
ft. of Class B space. The overall office vacancy rate for the Grand Central
submarket was 7.4%.


                                      B-36





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


Class B space within the submarket had a vacancy rate of 6.4%. The average
asking rent for the Grand Central market was $50.55 per sq. ft., the third
highest among the 20 Manhattan submarkets. The average quoted rent for Class B
space was $40.54 per sq. ft., the fourth highest among the various submarkets.

The appraiser analyzed the 369 Lexington Avenue property's direct competition
and a total of 34 buildings totaling 3.7 million sq. ft. were identified. These
buildings had a direct vacancy rate of 3.7%. Asking rents for office space in
the 369 Lexington Avenue property's submarket range from $28.00 to $46.00 per
sq. ft. with an average of $38.50 per sq. ft.

According to the appraiser, the unadjusted comparable rents for the most
comparable and competitive leases exhibit a range from $34.00 to $56.00 per sq.
ft. with an average of $42.89 per sq. ft. The overall average office rent at the
369 Lexington Avenue property is approximately $37.10 per sq. ft., which is
approximately 13.5% below the average comparable. Recent leasing activity at the
369 Lexington Avenue property presents a range of $34.00 to $55.00 per sq. ft.
with an average of $41.17 per sq. ft. Considering the property's location and
condition, the appraiser concluded market rent for office space at the subject
property is $40.00 per sq. ft. for the subject's office space on the 2-12th
floors, and $48.00 per sq. ft. for the subject's office space on the 14-27
floors.

The 2 West 46th Street property is specifically located in Midtown Manhattan's
Times Square office submarket, which, as of the third quarter 2006, had a total
inventory of nearly 39.4 million sq. ft. The Times Square submarket had a
vacancy rate of 5.1% and an average asking rent of $60.65 per sq. ft.

The appraiser analyzed the 2 West 46th Street property's direct competition and
a total of 36 buildings totaling 2.1 million sq. ft. were identified. These
buildings had direct and overall vacancy rates of 6.0%. Asking rents for office
space within this comparable set of buildings ranged from $30.00 per sq. ft. to
$55.00 per sq. ft. with an average of $41.66 per sq. ft. Tenants of the subject
pay office rents averaging $45.57 per sq. ft.

RETAIL. Retail rents in the area surrounding the 369 Lexington Avenue property
typically range from $106.25 per sq. ft. to $165.75 per sq. ft. The appraiser
estimated that current market rent for the mortgaged property's retail space is
$150.00 per sq. ft. The subject's three retail tenants pay rents of $60.45 per
sq. ft., $95.79 per sq. ft., and $110.00 per sq. ft., averaging $69.91 per sq.
ft. which is approximately 54% below market rent.

Retail rents in the 2 West 46th Street property's immediate area typically range
from $100 to $110 per sq. ft. Based on rents for comparable space, and the
appraiser estimated that current market rent for the 2 West 46th Street
property's retail space would be $100 per sq. ft. for the ground floor retail
space, $15.00 per sq. ft. for the below-grade basement space and $50.00 per sq.
ft. for mezzanine space. On a blended basis, market rent for the Dollar Program
store was estimated at $54.00 per sq. ft. (Dollar Program currently pays rent of
$31.96 per sq. ft.), and market rent for the Arthur Brown Bros. space was
estimated at $70.00 per sq. ft. (tenant currently pays rent of $27.00 per sq.
ft.). Overall, the 2 West 46th Street property retail tenants pay rent that is
approximately 50.4% below appraisal determined competitive market rents.

PROPERTY MANAGEMENT. The 369 Lexington Avenue property is managed by 369 Lex
Management Corp., a borrower affiliate. The 2 West 46th Street property is
managed by 2 West 46th Street Management Corp., a borrower affiliate.

LOCKBOX/CASH MANAGEMENT. The Manhattan Office Portfolio Loan is structured with
a soft lockbox. The Manhattan Office Portfolio Loan documents require a hard
lockbox and cash management upon an Event of Default (as such term is defined in
the Manhattan Office Portfolio Loan documents).

RESERVES. At closing, the borrowers deposited (i) $598,331 for taxes and
insurance and (ii) $354,233, which amount represents the rent payments for six
tenants with free rent periods. Amounts in this reserve will be released to the
borrower, incrementally, as each such tenant commences paying rent under its
lease. In addition, the Manhattan Office Portfolio Loan documents require the
following monthly reserves: (i) tax, in an amount equal to $209,319, (ii)
insurance, in an amount equal to $16,930, (iii) tenant improvement and leasing
commissions, in an amount equal to $25,197 and (iv) replacements, in an amount
equal to $4,414.

PARTIAL RELEASE. The Manhattan Office Portfolio Loan documents permit
defeasance, in whole but not in part. However, in the event each of the
individual Manhattan Office Portfolio properties achieves a DSCR of 1.30x (based
on interest only


                                      B-37





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


payments), the cross collateralization structure will be terminated. In
addition, each of the Manhattan Office Portfolio properties has unused
development rights or "air rights" that may be released in connection with a
transfer of the air rights provided, among other things, the DSCR for the
property to be subject to the release is at least 1.30x and the release will not
result in a lowering of the value of the property as then operated.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.


                                      B-38





---------------------------------------------------------------------------------------------
                                                                        BALANCE: $106,000,000
369 Lexington Avenue, New York, NY 10017      COLLATERAL TERM SHEET     DSCR:    1.19x
2 West 46th Street, New York, NY 10036     MANHATTAN OFFICE PORTFOLIO   LTV:     80.37%
---------------------------------------------------------------------------------------------


                                      [MAP]


                                      B-39



                       THIS PAGE INTENTIONALLY LEFT BLANK


                                      B-40



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

                                     [PHOTO]


                                      B-41



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     BCRE
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE: (1)            $93,000,000
CUT-OFF DATE BALANCE:            $93,000,000
% BY INITIAL UPB:                2.46%
INTEREST RATE:                   6.1300%
PAYMENT DATE:                    1st of each calendar month
FIRST PAYMENT DATE:              September 1, 2006
MATURITY DATE:                   August 1, 2016
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout for 24 months from the securitization
                                 date, then defeasance is permitted. On and
                                 after February 1, 2016, prepayment permitted
                                 without penalty.
SPONSOR:                         JMB Realty Corporation
BORROWER:                        FC Tower Property Partners, L.P.
ADDITIONAL FINANCING:(1)(2)      $17,000,000 subordinate B-note.
LOCKBOX:                         Hard
INITIAL RESERVES:(3)             Tax:                 $3,298,256
                                 Ground Rent Escrow   $   11,746
MONTHLY RESERVES:(3)             Tax:                 $  366,473
                                 Insurance:            Springing
                                 Replacement:         $22,000.00
                                 Ground Rent:         $   11,746
                                 TI/LC:                Springing
--------------------------------------------------------------------------------

(1)  The property also secures a partially funded subordinate B-note that, if
     fully funded will be in the maximum principal amount of $17,000,000. The
     B-note, including the obligation to make additional advances under the
     B-note, is not included in the trust. As of the Cut-off Date, the B-note
     principal balance is $3,208,741.73.

(2)  See "Current Mezzanine or Subordinate Indebtedness" herein.

(3)  See "Reserves" herein.

--------------------------------------------------------------------------------
                            FINANCIAL INFORMATION(1)
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE /
   SQ. FT.:                      $69.75
BALLOON BALANCE / SQ. FT.:       $69.75
CUT-OFF DATE "STABILIZED" LTV:   43.26%
CUT-OFF DATE "AS-IS" LTV:        50.00%
MATURITY DATE "STABILIZED"
   LTV:                          43.26%
MATURITY DATE "AS-IS" LTV:       50.00%
UNDERWRITTEN DSCR:               2.39x
SHADOW RATING (M/F):             Baa3/A-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             PROPERTY INFORMATION(2)
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single Asset
PROPERTY TYPE:                   Office
COLLATERAL:                      Fee Simple / Leasehold Interest
LOCATION:                        Houston, Texas
YEAR BUILT / RENOVATED:          1980 / 2006
COLLATERAL SQ. FT.:              1,333,312
PROPERTY MANAGEMENT:             CB Richard Ellis, Inc.
OCCUPANCY AS OF
   AUGUST 31, 2006:              85.07%
UNDERWRITTEN NET OPERATING
   INCOME:                       $14,684,657
UNDERWRITTEN NET CASH FLOW:      $13,835,535
STABILIZED APPRAISED VALUE:(3)   $215,000,000
STABILIZED APPRAISED DATE:       January 1, 2008
AS-IS APPRAISED VALUE:           $186,000,000
AS-IS APPRAISED DATE:            July 31, 2006
--------------------------------------------------------------------------------

(1)  The property also secures a partially funded subordinate B-note that, if
     fully funded will be in the maximum principal amount of $17,000,000. The
     B-note, including the obligation to make additional advances under the
     B-note, is not included in the trust. Each of Cut-off Date Loan Balance/sq.
     ft., Balloon Balance/ sq. ft., Cut-off Date "Stabilized" LTV, Cut-off Date
     "As-Is" LTV, Maturity Date "Stabilized" LTV, Maturity Date "As-Is" LTV and
     Underwritten DSCR, exclude the B-note (including any future advances). The
     Cut-off Date "Stabilized" LTV, the Cut-off Date "As-Is" LTV, the Maturity
     Date "Stabilized" LTV, the Maturity Date "As-Is" LTV and DSCR, inclusive of
     the funded portion of the B-note, are 44.75%, 51.73%, 44.75%, 51.73% and
     2.31x, respectively.

(2)  See "The Property" herein.

(3)  The stabilized appraised value assumes occupancy has stabilized as of the
     stabilized appraisal date.


                                      B-42



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

                    FIRST CITY TOWER -- MAJOR OFFICE TENANTS



                               NET RENTABLE   % NET RENTABLE            RENT
            TENANT                SQ. FT.         SQ. FT.      % GPR     PSF    LEASE EXPIRATION   RATINGS (S/F/M)(1)
---------------------------------------------------------------------------------------------------------------------

Vinson & Elkins LLP               524,796          39.4%       50.8%   $12.63     10/31/2021(2)        Not rated
Waste Management Inc.             205,312          15.4        14.9     9.50      12/31/2010          BBB/BBB/Baa3
Enervest Management Partners       47,716           3.6         3.4     9.25       8/31/2010           Not rated
---------------------------------------------------------------------------------------------------------------------
SUBTOTAL/WA:                      777,824          58.3%       69.1%   $11.60
=====================================================================================================================


(1)  Credit ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  41,492 sq. ft. expires on July 31, 2008; 27,541 sq. ft. expires on December
     31, 2008 and 11,274 sq. ft. is month-to-month.

                    FIRST CITY TOWER -- LEASE ROLLOVER(1)(2)



                                                                                                             CUMULATIVE %
             NUMBER OF                            CUMULATIVE   CUMULATIVE % OF                   % OF BASE     OF BASE
  YEAR OF      LEASES     EXPIRING   % OF TOTAL      TOTAL          TOTAL         ANNUAL RENT/      RENT         RENT
EXPIRATION    EXPIRING     SQ. FT.     SQ. FT.      SQ. FT.        SQ. FT.           SQ. FT.      ROLLING      ROLLING
-------------------------------------------------------------------------------------------------------------------------

2007              7         17,423       1.3%         17,423          1.3%           $15.61          2.1%         2.1%
2008             12        109,286       8.2         126,709          9.5              5.08          4.2          6.3
2009              7         33,777       2.5         160,486         12.0             13.35          3.5          9.8
2010             17        261,007      19.6         421,493         31.6              9.44         18.9         28.6
2011             12         65,149       4.9         486,642         36.5             13.46          6.7         35.4
2012              2          4,623       0.3         491,265         36.8             13.71          0.5         35.8
2013              4         33,399       2.5         524,664         39.4              6.06          1.5         37.4
2014              3          8,776       0.7         533,440         40.0              9.00          0.6         38.0
2015              1         22,909       1.7         556,349         41.7              5.89          1.0         39.0
2016              3         46,362       3.5         602,711         45.2             14.84          5.3         44.3
2017              3         61,132       4.6         663,843         49.8              7.44          3.5         47.8
2019              1          7,529       0.6         671,372         50.4              9.00          0.5         48.3
2021             19        444,489      33.3       1,115,861         83.7             14.64         49.8         98.1
MTM              15         18,402       1.4       1,134,263         85.1             13.35          1.9        100.0%
Vacant            1        199,049      14.9       1,333,312        100.0%               --           --           --
-------------------------------------------------------------------------------------------------------------------------
TOTAL           107      1,333,312     100.0%                                                      100.0%
=========================================================================================================================


(1)  The numbers in this chart are based on the actual in-place rent roll,
     except that with respect to leases scheduled for a rent increase by June 1,
     2007, such numbers are based on the increased rent.

(2)  The numbers in this chart are based on the assumption that no tenant
     exercises an early termination option.


                                      B-43



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

FIRST CITY TOWER LOAN

THE LOAN. The First City Tower loan is secured by a first priority mortgage on
the borrower's fee simple and leasehold interest in a 1,333,312 sq. ft. Class A
office tower in Houston, Texas. The 10-year loan consists of an initial advance
of $93,000,000 pursuant to an A-Note, and a partially funded subordinate B-note,
under which additional advances may be funded during a draw period in the
aggregate maximum principal amount of $17,000,000 (including the funded
portion). The B-note will not be included in the Trust.

THE BORROWER. The borrower, FC Tower Property Partners, L.P., a Texas limited
partnership, is a single-purpose, bankruptcy-remote entity for which a
non-consolidation opinion was delivered at closing. The borrower is sponsored by
JMB Realty Corporation ("JMB"). JMB owns, develops, and manages real estate
projects throughout North America, including regional malls, hotels, planned
communities, and office complexes. Its portfolio includes a number of marquee
properties such as the Ritz-Carlton and the Four Seasons in Chicago and MGM
Tower in Los Angeles. JMB was founded in 1968 by Robert Judelson, Judd Malkin,
and Neil Bluhm; Mr. Judelson is no longer involved with JMB, but Mr. Malkin
remains as chairman and Mr. Bluhm is president. Mr. Bluhm is also one of the
principals of Walton Street Capital.

THE PROPERTY. The First City Tower property is a 49-story Class A office
building located at 1001 Fannin Street, in the central business district of
Houston, Texas. The First City Tower property contains approximately 1,333,312
sq. ft. of net rentable area and a 10-level 2,083 space parking garage (687,240
sq. ft.).

SIGNIFICANT TENANTS.

The property is approximately 85.1% leased to 56 tenants. Investment grade and
other high quality tenants constitute 68.8% (779,987 sq. ft.) of the occupied
NRA and contribute 71.8% of the total base rent from the property. The First
City Tower property is the corporate headquarters for four of the top-5 tenants
in the building, and overall, approximately 71% of the occupied NRA serves as
corporate headquarters. The three largest tenants are described below:

VINSON & ELKINS LLP (524,796 sq. ft., 39.4% of NRA) From its beginning as a two
man partnership in Houston in 1917, Vinson & Elkins LLP ("V&E") has grown to be
one of the world's largest energy law firms with offices in Austin, Dallas,
Houston, New York, Washington, Beijing, Dubai, London, Moscow, Shanghai and
Tokyo. The firm is currently ranked in 39th place in The American Lawyer's 2006
AmLaw 100 rankings of U.S. law firms based on revenue, and 48th on the 2006
Global 100 rankings of firms worldwide, with $510,000,000 in gross revenue in
fiscal year 2005. In terms of size, the firm is ranked 39th on the National Law
Journal's 2006 NLJ 250 rankings of U.S. firms, with 759 attorneys (as of
9/30/06). V&E's Oil & Gas practice is ranked first in the 2006 edition of
Chambers Global: The World's Leading Lawyers and in 2005, the firm was named
"USA Energy Law Firm of the Year" by Chambers and Partners. The tenant is
headquartered at the property.

WASTE MANAGEMENT INC. (205,312 sq. ft., 15.4% of NRA) Waste Management, Inc.
(NYSE: WMI; F/M/S: BBB/Baa3/ BBB) through its subsidiaries, offers integrated
waste management services to commercial, industrial, municipal and residential
customers in the United States, Puerto Rico, and Canada. The company manages its
operations through six operating Groups, four of which are organized by
geographic area and the other two are organized by function. The geographic
Groups include Eastern, Midwest, Southern and Western Groups, and the two
functional Groups are Wheelabrator Group, which provides waste-to-energy
services, and the Recycling Group. The company also provides additional waste
management services, such as methane gas recovery, portable toilet and fence
rentals, and other miscellaneous services. As of December 31, 2005, the firm had
revenues of over $13 billion and a net income of approximately $1.1 billion and
owned or operated 277 solid waste and six hazardous waste landfills. The tenant
is headquartered at the property.


                                      B-44



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

ENERVEST MANAGEMENT PARTNERS (47,716 SF, 3.6% of NRA) EnerVest Management
Partners, Ltd. ("EnerVest") is a manager of oil and gas assets for institutional
investors. The company currently operates approximately 11,000 wells in 10
states: Colorado, Kansas, Louisiana, Michigan, New Mexico, New York, Ohio,
Pennsylvania, Texas and West Virginia. The tenant is headquartered at the
property.

THE MARKET. According to Cushman & Wakefield, the Houston-Sugar Land-Baytown
Metropolitan Statistical Area (Houston MSA) consists of ten counties in
southeast Texas. With a population of over 5.2 million, the market is the
seventh largest Metropolitan Statistical Area in the nation. The city of
Houston, located in central Harris County, is the largest incorporated area
within the Houston MSA. The Houston MSA has ranked at the top of U.S. averages
in total employment growth over the past ten years. Between 1995 and 2005, the
Houston market experienced an annualized employment growth rate of 1.8%,
surpassing a 1.4% average annualized growth rate for the Top 100. Total
employment growth in Houston is forecast to average 2.2% annually from 2005
through 2010, besting the Top 100's forecast annual rate of 1.5%.

The Houston metropolitan area, which ranks among the top 10 nationally in total
office inventory, contains 151.3 million sq. ft. of office space concentrated
primarily in Harris County. Houston's office inventory is geographically
segmented into 18 submarkets. Houston's Central Business District ("CBD"), in
which the property is located, contains the largest concentration of office
space within the region, with 36.1 million sq. ft., of which 68% or 25 million
sq. ft. is Class A space. The area's remaining 17 submarkets are suburban in
nature. Containing 115.2 million sq. ft., they constitute Houston's non-CBD
market of office space of which the West Loop/Galleria submarket is the largest
with 23.5 million sq. ft.

During the past year, Houston's overall office vacancy rate continued to
steadily decline. Compared to first quarter 2005, the overall vacancy rate
decreased by 1.5 percentage points to 19% according to Cushman & Wakefield.
Several suburban markets showed improvement, including the West Loop/Galleria
submarket where overall vacancy rate dropped 4.0% to 16.9%. The amount of
available sublease space continued to decline, and by first quarter-end 2006
totaled less than 1.7 million sq. ft. compared to 3.3 million sq. ft. one year
earlier.

PROPERTY MANAGEMENT. The property is managed by CB Richard Ellis, Inc.

LOCKBOX/CASH MANAGEMENT. The First City Tower loan has been structured with a
hard lockbox and in-place cash management.

RESERVES. At closing, the borrower deposited the sum of (1) $3,298,256.07 into a
tax reserve and (2) $11,746.33 into a ground rent escrow reserve.

On a monthly basis, the borrower is required to deposit reserves for (1)
replacements in the amount of $22,000, (2) ground rent in the amount of
$11,746.33 for the purpose of paying the amounts due under the ground lease, and
(3) $366,473 for real estate taxes. The borrower will be required to deposit
monthly 1/12th of the annual amount of the insurance premiums that the lender
reasonably estimates will be required to pay for the coverage required pursuant
to the loan documents, if, at the lender's option, the policies maintained by
the borrower are not approved blanket or umbrella policies or if the borrower
has not delivered to the lender evidence of payment of the premiums under such
policies. On January 1, 2009 and on each month thereafter through and including
December 1, 2010, the borrower is required to deposit an amount equal to
$300,000 into a reserve account for leasing commissions and tenant improvements
with respect to the Waste Management space. When the borrower has entered into
one or more new leases with one or more tenants for all (or a substantial
portion, as determined in the lender's reasonable discretion) of the space
covered by the Waste Management lease, or Waste Management has renewed its lease
for all (or a substantial portion, as determined in the lender's reasonable
discretion) of the space covered by its lease, all amounts remaining on deposit
in the reserve, if any, will be released to the borrower. In addition, certain
future advances are required to be deposited into a rollover reserve account for
leasing commissions and tenant improvements with respect to the property. See
"Current Mezzanine or Subordinate Indebtedness" below.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. The loan documents provide that
the lender has an obligation to make one or more future advances, under a
partially funded subordinate B-note, in an aggregate amount not to exceed $17
million


                                      B-45



--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

(including the funded portion). These additional advances will be made during
the period from the origination date through November 30, 2007, upon
satisfaction of certain conditions, including that: (i) the aggregate amount of
the total advances under the First City Tower loan in respect of tenant
improvement and leasing commissions that relate the Vinson & Elkins space is
$10,874,579.80 and the aggregate amount of the total advances under the First
City Tower loan in respect of tenant improvement and leasing commissions that
relate to renewals of existing leases or leases to new tenants is $6,125,420.20;
(ii) no event of default exists; and (iii) each advance is in a minimum amount
of $100,000. Commencing on December 1, 2007, any unfunded portion of the future
advances will be funded into the rollover reserve, and will be added to the
unpaid principal balance of the B-note. The B-note will be secured by the same
collateral that secures the First City Tower Loan and will bear interest at the
rate of 6.13% per annum. The B-note, including the obligation to make the future
advances evidenced by the B-note, has been initially retained by Barclays
Capital Real Estate Inc. and will not be transferred to the trust.

The holder of the B-note is entitled under certain circumstances to exercise
rights generally analogous to the rights of the Controlling Class Representative
solely with respect to the First City Tower loan. Such rights include various
consent rights with respect to material servicing decisions, a right to appoint
or replace the special servicer, a right to cure defaults and an option to
purchase the First City Tower loan under certain circumstances. For more
information with respect to these rights, see "Description of the Mortgage
Pool--First City Tower Loan Combination" in this prospectus supplement.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

GROUND LEASE. A portion of the property comprising outdoor public space is
subject to a ground lease. The current ground lease term expires on April 30,
2077, and the tenant has a termination option effective after April 30, 2045
upon six months prior written notice. The net annual rent payable by the tenant
under the ground lease is currently $141,000 and increases $2,400 per year.


                                      B-46


--------------------------------------------------------------------------------
                                                        TMA BALANCE: $93,000,000
1001 Fannin Street         COLLATERAL TERM SHEET        DSCR:        2.39x
Houston, TX 77002            FIRST CITY TOWER           LTV:         43.26%
--------------------------------------------------------------------------------

                                      [MAP]


                                      B-47



                       THIS PAGE INTENTIONALLY LEFT BLANK


                                      B-48





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street              COLLATERAL TERM SHEET              DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


                                     [PHOTO]


                                      B-49





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     Bank of America, National Association
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE:                $88,500,000
CUT-OFF DATE BALANCE:            $88,500,000
% BY INITIAL UPB:                2.34%
INTEREST RATE:                   5.6120%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              November 1, 2006
MATURITY DATE:                   October 1, 2011
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout for 24 months from securitization date,
                                 then defeasance is permitted. On and after
                                 October 1, 2010, prepayment permitted without
                                 penalty.
SPONSOR:                         None
BORROWER:                        Ward Gateway-Industrial-Village, LLC
ADDITIONAL FINANCING:            Future mezzanine debt permitted
LOCKBOX:                         Hard
INITIAL RESERVES:                None
MONTHLY RESERVES:                None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE/SQ.
   FT.:                          $340.48
BALLOON BALANCE/SQ. FT.:         $340.48
CUT-OFF DATE LTV:                67.30%
BALLOON LTV:                     67.30%
UNDERWRITTEN DSCR:               1.25x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single Asset
PROPERTY TYPE:                   Retail -- Anchored
COLLATERAL:                      Fee Simple
LOCATION:                        Honolulu, Hawaii
YEAR BUILT / RENOVATED:          1944 / 2005
COLLATERAL SQ. FT.:              259,928
PROPERTY MANAGEMENT:             Self-managed
OCCUPANCY AS OF
   SEPTEMBER 25, 2006:           94.68%
UNDERWRITTEN NET OPERATING
   INCOME:                       $6,614,978
UNDERWRITTEN NET CASH FLOW:      $6,312,481
APPRAISED VALUE:                 $131,500,000
APPRAISAL DATE:                  September 18, 2006
--------------------------------------------------------------------------------


                                      B-50





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


                                 ANCHOR TENANTS



                                % OF TOTAL   EXPIRATION      RATINGS     TTM 6/30/2006
      TENANTS         SQ. FT.     SQ. FT.      DATE        (S/M/F)(1)    SALES / SQ. FT.
----------------------------------------------------------------------------------------

Sports Authority       42,661      16.4%      1/31/2010      B/NR/NR           $374
Nordstrom Rack         31,943      12.3       8/31/2015     A/Baa1/A-          $646
Office Depot           30,718      11.8      10/14/2008   BBB-/Baa3/NR         $451
Ross Dress for Less    21,302       8.2       1/31/2011    BBB/NR/NR           $504
TOTAL/WTD. AVG.       126,624      48.7%


(1)  Standard & Poor's / Moody's / Fitch. Credit ratings are those of the parent
     company whether or not the parent company guarantees the lease.

                              MAJOR IN-LINE TENANTS



                                    % OF TOTAL        LEASE
          TENANT          SQ. FT.   MALL SQ. FT.   EXPIRATION(1)
----------------------------------------------------------------

Tropic Fish & Vegetable    21,135       8.1%         8/31/2009
Marukai Market Place       13,000       5.0         11/16/2010
Marukai 99 Cent Store      11,313       4.4           9/4/2008
TOTAL/WTD. AVG.            45,448      17.5%


                               BASE        TTM 6/30/2006     RATINGS     TTM 6/30/2006
          TENANT          RENT / SQ. FT.       SALES       (S/M/F)(2)   SALES / SQ. FT.
---------------------------------------------------------------------------------------

Tropic Fish & Vegetable       $14.43         $2,437,060     Not Rated       $482
Marukai Market Place          $21.00         $7,653,308     Not Rated       $977(3)
Marukai 99 Cent Store         $12.00         $3,676,925     Not Rated       $325
TOTAL/WTD. AVG.


(1)  With respect to the Tropic Fish & Vegetable lease expiration date, there
     are three separate leases with various expiration dates as follows: August
     31, 2009 (5,055 square feet), December 31, 2009 (3,000 square feet), June
     30, 2013 (13,080 square feet)

(2)  Standard & Poor's / Moody's / Fitch. Credit ratings are those of the parent
     company whether or not the parent company guarantees the lease.

(3)  Figure represented is the annualized amount of sales between November 2005
     and June 2006.

                       IN-LINE TENANTS SUMMARY INFORMATION

        TTM (6/30/2006) SALES PSF (WA)   OCC. COST AS % OF SALES (WA)
        -------------------------------------------------------------
                     $536                           7.57%

                             LEASE ROLLOVER SCHEDULE



                                                    CUMULATIVE                                                  CUMULATIVE %
              NUMBER OF    EXPIRING    % OF TOTAL      TOTAL      CUMULATIVE % OF                   % OF BASE     OF BASE
   YEAR OF      LEASES    COLLATERAL   COLLATERAL   COLLATERAL   TOTAL COLLATERAL   ANNUAL RENT /      RENT         RENT
 EXPIRATION    EXPIRING     SQ. FT.      SQ. FT.      SQ. FT.         SQ. FT.          SQ. FT.       ROLLING      ROLLING
----------------------------------------------------------------------------------------------------------------------------

 2007              8         11,068         4.3%       11,068            4.3%           $14.65          2.5%         2.5%
 2008              6         49,039        18.9        60,107           23.1%           $25.54         19.2         21.7%
 2009              7         14,755         5.7        74,862           28.8%           $17.35          3.9         25.6%
 2010             15         78,591        30.2       153,453           59.0%           $30.01         36.2         61.8%
 2011              6         30,402        11.7       183,855           70.7%           $30.37         14.2         75.9%
 2013              1         13,080         5.0       196.935          75.8%           $13.20          2.6         78.6%
 2015              6         38,631        14.9       235,566           90.6%           $30.10         17.8         96.4%
 2016              2          6,934         2.7       242,500           93.3%           $26.37          2.8         99.2%
 MTM               3          4,558         1.8       247,058           95.0%           $11.00          0.8        100.0%
 Vacant           --         12,870         5.0       259,928          100.0%               --           --           --
----------------------------------------------------------------------------------------------------------------------------
 TOTAL:           54        259,928       100.0%                                                      100.0%
============================================================================================================================



                                      B-51





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


THE VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE LOAN

THE LOAN. The Victoria Ward Industrial, Gateway & Village Mortgage Loan is an
$88.5 million, five-year fixed rate loan secured by a first mortgage on the
Victoria Ward Industrial, Gateway & Village Borrower's fee simple interest in a
259,928 square foot anchored retail property located in Honolulu, Honolulu
County, Hawaii. The Victoria Ward Industrial, Gateway & Village Mortgage Loan is
interest only for the entire loan term, matures on October 1, 2011 and accrues
interest at an annual rate of 5.6120%.

THE BORROWER. The Victoria Ward Industrial, Gateway & Village Borrower is Ward
Gateway-Industrial-Village, LLC, a Delaware limited liability company and a
single purpose bankruptcy remote entity with at least two independent directors
for which the Victoria Ward Industrial, Gateway & Village Borrower's legal
counsel has delivered a non-consolidation opinion. Equity ownership is held 100%
by Victoria Ward, Limited, a Delaware corporation, as the sole member of the
Victoria Ward Industrial, Gateway & Village Borrower. Through a series of
intermediate ownership levels, equity ownership of the Victoria Ward Industrial,
Gateway & Village Borrower is eventually held 100% by General Growth Properties,
Inc., a Delaware corporation.

The Victoria Ward Industrial, Gateway & Village Mortgaged Property is held in a
newly formed land trust with the Victoria Ward Industrial, Gateway & Village
Borrower as the beneficiary. The fee interest in the Victoria Ward Industrial,
Gateway & Village Mortgaged Property is held by the related land trust which,
along with the Victoria Ward Industrial, Gateway & Village Borrower executed the
related Deed of Trust.

Founded in 1954, General Growth Properties, Inc. ("GGP") (rated BBB-/Ba2/NR by
S/M/F), a publicly traded Real Estate Investment Trust ("REIT"), is primarily
engaged in the ownership, operation, management, leasing, acquisition,
development and expansion of regional mall and community shopping centers
located in the United States. GGP is the second largest owner/operator and the
largest third party property manager of regional malls in the country. GGP,
either directly or indirectly through limited partnerships and subsidiaries,
owns and/or manages more than 200 retail properties located in 44 states
containing approximately 200 million square feet and housing 24,000 tenants. GGP
employs approximately 4,700 people. As of the fiscal year ended December 31,
2005, GGP reported revenue of approximately $3.1 billion, net income of $75.6
million and stockholder equity of $1.9 billion.

THE PROPERTY. The Victoria Ward Industrial, Gateway & Village Mortgaged Property
is located on the Island of Oahu and consists of a fee simple interest in an
anchored retail center consisting of three contiguous parcels referred to as
Ward Industrial, Ward Gateway & Ward Village. Ward Industrial, built in phases
from 1944 to 1968 and situated on 7.34 acres, consists of a total of 102,269
square feet. Ward Gateway, built in phases from 1962 to 2005 and situated on
5.91 acres, consists of 96,198 square feet of retail space anchored by Sports
Authority and Ross Dress for Less. Ward Village, built in phases from 1960 to
1999 and situated on 2.93 acres, consists of 61,461 square feet of retail space
100% occupied by Nordstrom Rack and Office Depot. The improvements contain a
total of 259,928 square feet and are situated on a total of 16.18 acres.

The Victoria Ward Industrial, Gateway & Village Mortgaged Property is part of
Victoria Ward Centers, a premier mixed-use complex containing a total of
approximately 1.3 million square feet located on 65 acres, consisting of Ward
Centre, Ward Entertainment Center, Ward Farmers Market and Ward Warehouse in
addition to the three collateral properties. Victoria Ward Centers encompass
four city blocks and consists of 122 retail stores, 22 restaurants, a farmers
market and a 16-screen theater megaplex.

The Victoria Ward Industrial, Gateway & Village Borrower is generally required
at its sole cost and expense to keep the Victoria Ward Industrial, Gateway &
Village Mortgaged Property insured against loss or damage by fire and other
risks addressed by coverage of a comprehensive all risk insurance policy.

SIGNIFICANT TENANTS. The Victoria Ward Industrial, Gateway & Village Mortgaged
Property is 94.68% occupied as of the September 25, 2006 rent roll.


                                      B-52





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


THE FOUR ANCHOR TENANTS ARE:

SPORTS AUTHORITY (42,661 square feet, 16.4% GLA, rated B/NR/NR by S/M/F)
operates under a 15-year lease expiring on January 31, 2010. The current rental
rate per square foot of $37.80 increases to $39.69 on December 1, 2007. If the
Victoria Ward Industrial, Gateway & Village Borrower and tenant agree and
approve on proposed expansion plans, then the term of the lease may be extended
by an additional five years. On August 4, 2003, Sports Authority and Gart
Sports, the largest and second largest sporting goods retailers, respectively,
completed a merger that created the nation's largest full-line sporting goods
chain. The combined company, now known as Sports Authority, operates
approximately 400 stores located in 45 states under the Sports Authority and
Gart Sports brand names. On May 3, 2006, Sports Authority announced that the
company had completed a going-private transaction. Sports Authority's common
stock, formerly traded on the NYSE, is no longer publicly traded. Since Sports
Authority is privately held, no financial information is available. Sports
Authority reported sales per square foot of approximately $354 in 2003, $348 in
2004, $375 in 2005 and $374 in 2006 (June 30, 2006 trailing 12) at the Victoria
Ward Industrial, Gateway & Village Mortgaged Property. Sports Authority has been
a tenant at the Victoria Ward Industrial, Gateway & Village Mortgaged Property
since 1994.

NORDSTROM RACK (NYSE: "JWN") (31,943 square feet, 12.3% GLA, rated A/Baa1/A- by
S/M/F) operates under a 15-year lease expiring on August 31, 2015. Of the 31,943
square feet, there exists a storage unit totaling 1,200 square feet with a
current rental rate per square foot of $16.80 for which the lease expires on
September 30, 2009. The current rental rate per square feet of $26.50 increases
to $27.60 in lease years 11 to 15. There are three five-year options to renew
the lease with the rental rate per square foot increasing to $30.36, $33.40 and
$36.74 during the three option periods, respectively. Nordstrom is a specialty
fashion retailer. The company offers a large selection of fashion apparel, shoes
and accessories for men, women and children. Nordstrom operates 188 stores,
including 99 full-line Nordstrom stores, 49 Nordstrom Rack stores, five
Faconnable boutiques, one freestanding shoe store and two clearance stores in
the United States and 32 Faconnable boutiques in Europe. Nordstrom employs
approximately 51,000 people. As of the fiscal year ended January 28, 2006,
Nordstrom reported revenue of approximately $7.7 billion, net income of $551.3
million and stockholder equity of $2.1 billion. Nordstrom Rack reported sales
per square foot of approximately $439 in 2003, $519 in 2004, $607 in 2005 and
$646 in 2006 (June 30, 2006 trailing 12) at the Victoria Ward Industrial,
Gateway & Village Mortgaged Property.

OFFICE DEPOT (NYSE: "ODP") (30,718 square feet, 11.8% GLA, rated BBB-/Baa3/NR by
S/M/F) operates under a ten-year lease expiring on October 14, 2008. The rental
rate per square foot of $33.00 is constant during the remaining lease term.
There are two five-year options to renew the lease with the rental rate per
square foot to be determined at 90% of fair market, but not less than the rent
for the immediately preceding period. Office Depot provides various office
products and services worldwide. The company sells an assortment of merchandise,
including brand name and private brand office supplies, business machines and
computers, computer software, office furniture, and other business-related
products and services through its chain of office supply stores. Office Depot
also offers printing, reproduction, mailing, shipping and other services through
the copy and print centers operated in its stores. The company sells its
products and services to customers located in 33 countries through office supply
stores, catalogs and call centers, Internet sites, direct mail catalogs,
contract sales forces and retail stores, as well as international joint venture
and licensing agreements. Office Depot operates 1,071 retail stores in North
America and another 322 stores in other parts of the world. Office Depot employs
approximately 23,500 people. As of the fiscal year ended December 31, 2005,
Office Depot reported revenue of approximately $14.3 billion, net income of
$273.8 million and stockholder equity of $2.7 billion. Office Depot reported
sales per square foot of approximately $398 in 2003, $401 in 2004, $447 in 2005
and $451 in 2006 (June 30, 2006 trailing 12) at the Victoria Ward Industrial,
Gateway & Village Mortgaged Property.

ROSS DRESS FOR LESS (NASDAQ: "ROST") (21,302 square feet, 8.2% GLA, rated
BBB/NR/NR by S/M/F) operates under a 15-year lease expiring on January 31, 2011.
The current rental rate per square foot of $36.00 increases to $39.00 on
February 1, 2009. Ross Stores is an off-price retailer of branded apparel,
accessories, footwear and home fashions for men and women between the ages of 25
and 54, as well as gift items, linens and other home related merchandise. The
company also provides maternity, small furniture or furniture accents,
educational toys and games, luggage, gourmet food and


                                      B-53





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


cookware, sporting goods and fine jewelry. Ross Stores operates 726 Ross Dress
for Less stores and 20 dd's Discounts stores. Ross Stores employs approximately
13,000 people. As of the fiscal year ended January 28, 2006, Ross Stores
reported revenue of approximately $4.9 billion, net income of $199.6 million and
stockholder equity of $836.2 million. Ross Dress For Less reported sales per
square foot of approximately $466 in 2003, $485 in 2004, $510 in 2005 and $504
in 2006 (June 30, 2006 trailing 12) at the Victoria Ward Industrial, Gateway &
Village Mortgaged Property. Ross Dress for Less has been a tenant at the
Victoria Ward Industrial, Gateway & Village Mortgaged Property since 1995.

THE MARKET. The Victoria Ward Industrial, Gateway & Village Mortgaged Property
is located approximately one mile southeast of downtown Honolulu and two miles
northwest of Waikiki Beach within the Honolulu MSA. Population is approximately
920,000 in the MSA/Honolulu County and 385,000 in Honolulu. Population within a
one-, three- and five-mile radius of the subject property is approximately
21,000, 191,000 and 300,000, respectively. Average household income is
approximately $73,000 in Honolulu County. Average household income within a
one-, three- and five-mile radius of the subject property is approximately
$51,000, $55,000 and $62,000, respectively. The major industry sectors are
Services (46%), Government (20%) and Retail Trade (12%). Tourism plays a major
role in the economy. Approximately 7.4 million people visit Hawaii annually.
Major employers in the area include various hospitality operators and the United
States military.

Centrally located between Honolulu's business district and the tourist center of
Waikiki Beach and only a few blocks from Ala Moana Center, the subject property
draws both residents and tourists. The immediate neighborhood is a mixture of
multifamily, retail, residential and industrial properties.

According to the appraisal, the Mortgaged Property is located in the Oahu retail
market, which contains approximately 11.0 million square feet, with an overall
occupancy of 97.0%. The Honolulu retail submarket contains approximately 3.1
million square feet with an overall occupancy of 97.9%.

The appraiser identified four retail development/community centers located in
the Honolulu MSA as being comparable to the Victoria Ward Industrial, Gateway &
Village Mortgaged Property as follows:

                                 COMPETITIVE SET



                                                DISTANCE FROM
           COMPETITION            SQ. FT.     MORTGAGED PROPERTY                              ANCHORS
-------------------------------------------------------------------------------------------------------------------------------

Aloha Tower Marketplace            165,900   1.2 Miles Northwest   JTB Look, Kapono's at the Pier, Waterfront Cafe
Ala Moana Center                 1,600,000   0.5 Miles Southeast   Sears, Macy's, Neiman Marcus
Kahala Mall                        409,000   4.5 Miles Southeast   Macy's, Barnes & Noble, Star Market, Longs Drugs
Royal Hawaiian Shopping Center     293,000   1.8 Miles Southeast   Hermes, Fendi, Bvlgari, P.F. Chang's, The Cheesecake Factory


PROPERTY MANAGEMENT. The Victoria Ward Industrial, Gateway & Village Borrower
self-manages the Victoria Ward Industrial, Gateway & Village Mortgaged Property
through their General Growth Management ("GGM") entity, which is not subject to
a formal Management Agreement. GGM, founded in 1954 and headquartered in
Chicago, currently manages more than 200 retail properties located in 44 states
containing approximately 200 million square feet and housing 24,000 tenants.

LOCKBOX/CASH MANAGEMENT. The Victoria Ward Industrial, Gateway & Village Loan is
structured with a hard lockbox which allows daily cash sweeps to the Victoria
Ward Industrial, Gateway & Village Borrower unless a cash management period is
triggered.

RESERVES. None.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Victoria Ward Industrial,
Gateway & Village Borrower is permitted to incur mezzanine financing prior to
the anticipated repayment date upon the satisfaction of the following terms and
conditions, including without limitation: (a) no event of default has occurred
and is continuing; (b) a permitted mezzanine lender originates such mezzanine
financing; (c) the mezzanine lender will have executed an intercreditor
agreement in form and substance


                                      B-54





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


reasonably acceptable to the mortgagee and the rating agencies; (d) the amount
of such mezzanine loan will not exceed an amount which, when added to the
outstanding principal balance of the Victoria Ward Industrial, Gateway & Village
Mortgage Loan, results in a maximum loan-to-value ratio greater than 75% and a
minimum debt service coverage ratio (on an actual basis) less than 1.25x; and
(e) the mortgagee will have received confirmation from the rating agencies that
such mezzanine financing will not result in a downgrade, withdrawal or
qualification of the ratings issued, or to be issued, in connection with a
securitization involving the Victoria Ward Industrial, Gateway & Village
Mortgage Loan.

COLLATERAL RELEASE. The Victoria Ward Industrial, Gateway & Village Borrower may
obtain the release of one or more related parcels or outparcels of Victoria Ward
Industrial, Gateway & Village Mortgaged Property (a "Release Parcel"), subject
to the satisfaction of certain conditions, including, but not limited to: (i) no
event of default has occurred which is continuing; (ii) such release parcel is
not necessary for the operation or use of the Victoria Ward Industrial, Gateway
& Village Mortgaged Property and may be readily separated from the Victoria Ward
Industrial, Gateway & Village Mortgaged Property without a material diminution
in value (except in the case of a release relating to an Acquired Anchor Parcel
(as defined below) or an Acquired Industrial Parcel (as defined below)),
however, the release of an Acquired Industrial Parcel requires the loan-to-value
ratio after the release must be less than 67.3% and the debt service coverage
ratio after the release must be at least 1.25x); (iii) the Release Parcel has
been legally split or subdivided from the remainder of the Victoria Ward
Industrial, Gateway & Village Mortgaged Property, constitutes a separate tax lot
and is not necessary for the Victoria Ward Industrial, Gateway & Village
Mortgaged Property to comply with any zoning, building, land use or parking or
other legal requirements; (iv) ingress to and egress from all portions of the
Victoria Ward Industrial, Gateway & Village Mortgaged Property remaining after
the release must be over physically open and fully dedicated public roads or
easements; and (v) the Release Parcel must be non-income producing and either:
(a) vacant and unimproved (or improved only by surface parking areas, utilities
or landscaping) or (b) improved, subject to the mortgagee's express prior
written consent (which may be conditioned upon, among other things, delivery of
an opinion confirming the REMIC status of a securitization trust that holds the
Victoria Ward Industrial, Gateway & Village Mortgage Loan (except in the case of
a release relating to an Acquired Anchor Parcel)).

The substitution of another parcel (a "Substitute Parcel") in conjunction with
such a release is permitted subject to the satisfaction of certain conditions,
including, but not limited to: (i) the satisfaction of the conditions required
for a release with respect to the released parcel; (ii) the Victoria Ward
Industrial, Gateway & Village Borrower delivers to the mortgagee a metes and
bounds description of the Substitute Parcel and a survey of the Victoria Ward
Industrial, Gateway & Village Mortgaged Property including the Substitute
Parcel; (iii) the Substitute Parcel will not adversely affect the operation or
use of the Victoria Ward Industrial, Gateway & Village Mortgaged Property for
its then current use and that the Substitute Parcel is of reasonably equivalent
value to the Release Parcel; and (iv) in the event that the Substitute Parcel is
improved, a physical conditions report with respect to the Substitute Parcel
(which report may require additional conditions relating to statements regarding
the state or repair of the Substitute Property and plans for demolition and/or
plans and covenants with respect to repairs to the Substitute Property).

The Victoria Ward Industrial, Gateway & Village Borrower is permitted to acquire
one or more anchor parcels ("Acquired Anchor Parcel") as collateral for the
Victoria Ward Industrial, Gateway & Village Mortgage Loan subject to the
satisfaction of certain conditions, including, but not limited to: (i) no event
of default has occurred and is continuing; (ii) the Victoria Ward Industrial,
Gateway & Village Borrower has acquired a fee simple or leasehold interest to
the applicable Anchor Parcel; (iii) delivery to the mortgagee of a copy of the
deed or ground lease conveying to the Victoria Ward Industrial, Gateway &
Village Borrower all right, title and fee or leasehold interest, as applicable,
in and to the applicable Anchor Parcel; (iv) unless the Anchor Parcel was
included in the environmental report received by the mortgagee in connection
with the origination of the Victoria Ward Industrial, Gateway & Village Mortgage
Loan, delivery to the mortgagee of a Phase I environmental report of the
applicable Anchor Parcel and, if recommended under the Phase I environmental
report, a Phase II environmental report or an addendum or supplement to the
Environmental Report delivered to the mortgagee in connection with the closing
of the Victoria Ward Industrial, Gateway & Village Mortgage Loan covering the
applicable Anchor Parcel; (v) in the event that the applicable Anchor Parcel is
improved, a physical conditions report with respect to the applicable Anchor
Parcel (which report may require


                                      B-55





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


additional conditions relating to statements regarding the state of repair of
the applicable Anchor Parcel and plans for demolition and/or plans and covenants
with respect to repairs to the applicable Anchor Parcel).

GGP has the option to redevelop a portion of the Victoria Ward Industrial,
Gateway & Village Mortgaged Property referred to as the "Industrial Property".
In connection with such a redevelopment, the Victoria Ward Industrial, Gateway &
Village Borrower may terminate or elect not to renew any lease. If as a result
of terminating leases or not renewing leases the debt service coverage ratio
falls below 1.25x, then the Victoria Ward Industrial, Gateway & Village Borrower
must (i) deliver a master lease to the mortgagee and non-consolidation opinion
or (ii) without releasing any portion of the Victoria Ward Industrial, Gateway &
Village Mortgaged Property, add certain other property (the "Acquired Industrial
Property") as collateral for the Victoria Ward Industrial, Gateway & Village
Mortgage Loan (provided that the addition of such Acquired Industrial Property
must result in a debt service coverage ratio of 1.25x or better and the Victoria
Ward Industrial, Gateway & Village Borrower must provide a rating agency
confirmation).

A portion of the Victoria Ward Industrial, Gateway & Village Mortgaged Property
is subject to condemnation (the "Queen Street Taking"). Such portion was not
assigned any value by the originator and the Victoria Ward Industrial, Gateway &
Village Borrower will be entitled to receive all proceeds with respect to the
Queen Street Taking.


                                      B-56





-------------------------------------------------------------------------------------------
333 Ward Avenue
1020 Auahi Street                                                      BALANCE: $88,500,000
330/340 Kamakee Street        COLLATERAL TERM SHEET                    DSCR:    1.25x
Honolulu, HI 96814       VICTORIA WARD INDUSTRIAL, GATEWAY & VILLAGE   LTV:     67.30%
-------------------------------------------------------------------------------------------


                                      [MAP]


                                      B-57



                       THIS PAGE INTENTIONALLY LEFT BLANK


                                      B-58



--------------------------------------------------------------------------------
                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

                                     [PHOTO]


                                      B-59



--------------------------------------------------------------------------------
                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     GACC
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE:                $77,777,777
CUT-OFF DATE BALANCE:            $77,777,777
% BY INITIAL UPB:                2.06%
INTEREST RATE:                   5.8000%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              January 1, 2007
MATURITY DATE:                   December 1, 2016
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout for 24 months from the securitization
                                 date, defeasance is permitted thereafter. On
                                 and after September 1, 2016 prepayment
                                 permitted without penalty.
SPONSOR:                         James Huelskamp
BORROWER:                        LandValue 77, LLC
ADDITIONAL FINANCING:(1)         Future mezzanine debt
LOCKBOX:                         Hard
INITIAL RESERVES:(2)             Tax:                    $   313,533
                                 Earnout Reserve:        $17,277,777
                                 Theater Rent Reserves:  $   230,000
                                 Theater TI Reserves:    $   750,000
MONTHLY RESERVES:(2)             Tax:                    $    22,707
                                 Insurance:              $    15,204
                                 TI/LC                   $    20,058
                                 Replacement:            $     6,756
--------------------------------------------------------------------------------

(1)  See "Future Mezzanine or Subordinate Indebtedness" herein.

(2)  See "Reserves" herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE /
   SQ. FT.:                      $191.89
BALLOON BALANCE / SQ. FT.:       $191.89
CUT-OFF DATE LTV:(1)             76.11%
BALLOON LTV:                     76.11%
UNDERWRITTEN DSCR:(1)            1.37x
--------------------------------------------------------------------------------

(1)  DSCR and LTV ratio is calculated net of the $17,277,777 earnout reserve.
     DSCR and LTV ratio calculated including the earnout reserve is 1.07x and
     97.85%, respectively.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single asset
PROPERTY TYPE:                   Retail / Anchored
COLLATERAL:                      Leasehold Interest
LOCATION:                        Clovis, California
YEAR BUILT / RENOVATED:          1989 / 1999 & 2006
COLLATERAL SQ. FT.:              405,326 sq. ft.
PROPERTY MANAGEMENT:             LandValue Management LLC
                                 (a borrower affiliate)
UNDERWRITTEN OCCUPANCY AS OF
  OCTOBER 10, 2006:              87.91%
STABILIZED UNDERWRITTEN NET
  OPERATING INCOME:(1)           $6,832,774
UNDERWRITTEN NET CASH FLOW:(2)   $4,878,602
APPRAISED VALUE:(3)              $99,840,000
APPRAISAL DATE:                  November 1, 2006
--------------------------------------------------------------------------------

(1)  The stabilized net operating income includes the pro forma income from the
     new retail and converted theater, per the appraiser's market rent
     assumptions, with a stabilized 5% vacancy.

(2)  Does not include lease-up of the new 48,827 sq.ft. of retail space
     currently under construction or the 22,750 sq. ft. movie theater being
     converted to retail space.

(3)  "As Stabilized" appraised value, as further described under "The Property"
     herein. "As Is" appraised value is $79,490,000.


                                      B-60



--------------------------------------------------------------------------------
                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

                                 ANCHOR TENANTS



                             % OF TOTAL       LEASE       RATINGS     ANCHOR      YE 2005          2005
    TENANTS       SQ. FT.   MALL SQ. FT.   EXPIRATION    (S/M/F)(1)    OWNED       SALES      SALES/SQ. FT.
-----------------------------------------------------------------------------------------------------------

Sears             116,641       16.9%      10/31/2014   BB/Baa3/BB+     No     $ 23,142,094        $198
Target(2)(3)      102,148       14.8       12/31/2008     A+/A1/A+      Yes      45,251,564        $443
Gottschalk's(2)    92,139       13.4       10/31/2018    Not Rated      Yes      21,102,268        $229
Mervyn's(2)        75,088       10.9        7/31/2019    Not Rated      Yes      18,471,648        $246
-----------------------------------------------------------------------------------------------------------
TOTAL             386,016       56.0%                                          $107,967,574
===========================================================================================================


(1)  Credit ratings are of the parent company whether it guarantees the lease or
     not.

(2)  Target, Gottchalk's and Mervyn's each own their store and make ground lease
     payments to the borrower.

(3)  The sq. ft. listed for Target does not include the to be constructed 7,500
     sq. ft. garden center. See "Significant Tenants" herein.

                              MAJOR IN-LINE TENANTS



                                                                                                 2005
                                       % TOTAL MALL      LEASE     BASE RENT /     YE 2005     SALES/SQ.     RATINGS
          TENANT             SQ. FT.      SQ. FT.     EXPIRATION     SQ. FT.        SALES     FT./SCREEN   (S/M/F)(1)
---------------------------------------------------------------------------------------------------------------------

NAC Theater(2)                55,034       8.0%       10/31/2026      $19.68         N/A           N/A      Not Rated
Red Robin Burger & Spirits     8,598       1.2%        5/31/2009      $13.38     $4,387,169     $510.25     Not Rated
Smile Care(2)                  6,612       1.0%       10/31/2007      $11.50         N/A           N/A      Not Rated
New York & Company(3)          6,444       0.9%       12/31/2006      $20.17         N/A           N/A      Not Rated
---------------------------------------------------------------------------------------------------------------------
TOTAL                         76,688
=====================================================================================================================


(1)  Credit ratings are of the parent company whether it guarantees the lease or
     not.

(2)  Tenant is not required to report sales figures.

(3)  New York & Company is a moderately-priced women's apparel and accessories
     company.

                     IN-LINE TENANTS SUMMARY INFORMATION(1)

             2005 SALES PSF (WA)   2005 OCC. COST AS % OF SALES(WA)
             ------------------------------------------------------
                    $271                         7.8%

(1)  These in-line tenants represent tenants occupying less than 10,000 sq. ft.

                             ROLLOVER SCHEDULE(1)(2)



             NUMBER OF                % OF     CUMULATIVE   CUMULATIVE %                   % OF UW     CUMULATIVE %
  YEAR OF      LEASES    EXPIRING   TOTAL SQ    TOTAL SQ     OF TOTAL SQ     UW BASE        BASE        OF UW BASE
EXPIRATION    EXPIRING    SQ. FT.      FT.         FT.           FT.           RENT     RENT ROLLING   RENT ROLLING
-------------------------------------------------------------------------------------------------------------------

   2006          13        22,759       3.3%      22,759         3.3%      $  397,115        6.0%           6.0%
   2007          17        46,738       6.8       69,497        10.1%         760,302       11.4           17.4%
   2008          10       129,056      18.7      198,553        28.8%         792,695       11.9           29.3%
   2009          11        22,626       3.3      221,179        32.1%         663,320       10.0           39.2%
   2010           5        11,488       1.7      232,667        33.7%         214,212        3.2           42.4%
   2011           2         8,412       1.2      241,079        35.0%         121,768        1.8           44.3%
   2012          12        22,499       3.3      263,578        38.2%         789,015       11.8           56.1%
   2013           1         5,538       0.8      269,116        39.0%          90,823        1.4           57.5%
   2014           3       120,172      17.4      389,288        56.5%         683,368       10.3           67.7%
   2015           0            --       0.0      389,288        56.5%              --        0.0           67.7%
   2016           1         1,631       0.2      390,919        56.7%          30,924        0.5           68.2%
Thereafter        7       261,147      37.9      652,066        94.6%       2,117,778       31.8          100.0%
  Vacant          0        37,535       5.4      689,601       100.0%              --         --             --
-------------------------------------------------------------------------------------------------------------------
  TOTAL:         82       689,601     100.0%                               $6,661,319      100.0%
===================================================================================================================


(1)  Information obtained from underwritten rent roll.

(2)  The information in this schedule is based on the assumption that no tenant
     exercises an early termination option.


                                      B-61



--------------------------------------------------------------------------------
                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

THE SIERRA VISTA MALL LOAN

THE LOAN. The Sierra Vista Mall Loan is a 689,601 sq. ft. single-level regional
mall located on 71 acres in Clovis, Fresno County, California. The Sierra Vista
Mall Loan is secured by (i) the leasehold interest in the land and improvements
consisting of 405,326 sq. ft. of retail and theater space, and (ii) the
leasehold interest in the land occupied by (and sub-ground lease payments from)
three of the anchor tenants, Target, Gottchalk's and Mervyn's, totaling 284,275
sq. ft. The borrower leases the land under a long-term ground lease that
expires in 2028 with eight automatic five-year renewal options. The Sierra
Vista Mall Loan is interest only, matures on December 1, 2016 and accrues
interest at a rate equal to 5.8000%.

THE BORROWER. The borrower, LandValue 77, LLC, is a single purpose,
bankruptcy-remote entity for which a non-consolidation opinion was delivered at
closing. The borrower is sponsored by James H. Huelskamp, an experienced real
estate investor and operator whose focus is on retail properties. James
Huelskamp founded, owns and operates LandValue Management LLC, which is a
full-service real estate management company. As of October 15, 2005, James
Huelskamp had a net worth of approximately $22.4 million with liquidity of
approximately $11.6 million. James Huelskamp is a repeat sponsor of a Deutsche
Bank borrower.

THE PROPERTY. The Sierra Vista Mall property is a 689,601 sq. ft., one-story
regional shopping mall located within the city of Clovis, Fresno County,
California. The Sierra Vista Mall property was built in 1989, renovated in 1999
and is currently under renovation. The Sierra Vista Mall property has four
anchor tenants: Sears (116,641 sq. ft.; 28.8% of NRA; 8.8% of GPR; parent rated
BB/Baa3/BB+ by S/M/F), Target (102,148 sq. ft.; 3.8% of GPR; A+/A1/A+ by
S/M/F), Gottschalk's Department Store (92,139 sq. ft.; 9.6% of GPR), and
Mervyn's Department Store (75,088 sq. ft.; 1.1% of GPR). As of November 1, 2006
approximately 82 in-line tenants occupy approximately 45% of the NRA and
include such national retailers as Waldenbooks (Borders Books), Bath & Body
Works, Footlocker, Payless Shoes, Vitamin World, General Nutrition Center,
Famous Footwear, Victoria's Secret, Carl's Jr., Sunglass Hut, and Payless
Shoes. Current open-air tenants include Red Robin Restaurant, International
House of Pancakes, Starbucks Coffee and Cingular Wireless. The 2005 in-line
sales of $271 per sq. ft. is a 10.4% increase over 2004 sales of $246 per sq.
ft. In-line sales for 2004 were up 11.1% as compared to sales of $221 per sq.
ft. in 2003. There are four restaurant pad-site tenants who reported 2005 sales
ranging from $311 per sq. ft. to $510 per sq. ft.

The Sierra Vista Mall property is in the process of a renovation that includes
the addition of 49,827 sq. ft. of retail space, the conversion of the 22,750
sq. ft. movie theater into retail space and the construction of a 16-screen,
55,034 sq. ft. movie theater with stadium seating, anticipated to be completed
by January 2007. The "as-stabilized" value is based on completion of the
construction projects at the Sierra Vista Mall property.

The Sierra Vista Mall property is bordered by Shaw Avenue to the north,
Gettysburg Avenue to the south, Clovis Avenue to the west and Sierra Vista
Parkway to the east. Shaw Avenue is the major east/west arterial in the area as
it provides direct access to the area's major freeways, specifically Highway 99
and the 41 Freeway. In addition, Clovis Avenue is the area's primary
north/south arterial. The Sierra Vista Mall property benefits from high
visibility and access from the surrounding major roadways. With space for 3,216
vehicles and 5.6 spaces per 1,000 sq. ft. of net rentable area, the Sierra
Vista Mall property maintains a parking capacity which is able to effectively
sustain the volume of traffic.

SIGNIFICANT TENANTS. The following is a summary of the four anchor tenants at
the Sierra Vista Mall property:

SEARS (NASDAQ: SHLD) (116,641 sq. ft.; 28.8% of NRA; 8.8% of GPR; parent rated
BB+/Ba1/BB by S/M/F) offer an array of household, recreational and apparel
products in the United States and Canada. As of May 2006, the company operated
3,900 full-line and specialty retail stores in the United States and Canada.
Sears operates under a 15-year lease expiring on October 31, 2014. The lease
contains six five-year renewal options. Since Sears pays only percentage rent
(2.5% of sales up to $30 million; 2% of sales between $30 million and $40
million and 1.5% of sales in excess of $40 million), its maximum occupancy cost
is approximately 2.5%.

TARGET CORPORATION ("Target") (NYSE: TGT) 102,148 sq. ft.; 3.8% of GPR; rated
A+/A1/A+ by S/M/F) owns its own store improvements and operates under a 20-year
sub-ground lease with the borrower expiring December 31, 2008. The sub-ground


                                      B-62



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                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

lease has six 4-year renewal options. The rental rate per sq. ft. is $2.49
during the initial term of the lease with the rental rate increasing at the
first renewal option to $2.62 per sq. ft. and remaining well below market for
this space. Target operates general merchandise discount stores in the United
States under the Target and SuperTarget brands, as well as online sales. As of
August 2006, Target operates 1,444 stores in 47 states. Headquartered in
Minneapolis, Minnesota, Target employs 338,000 full time employees and was
incorporated in 1902. In mid 2002, Target exercised its right to build a 7,500
sq. ft. garden center at the Sierra Vista Mall property. Target reported sales
of $443 per sq. ft. in 2005.

GOTTSCHALKS INC. ("Gottschalks") (NYSE: GOT) (92,139 sq. ft.; 9.6% of GPR) owns
its own store improvements and operates under a 30-year sub-ground lease
expiring on October 31, 2018. The rental rate of $6.95 per sq. ft. is constant
during the lease term. Founded in 1904, Gottschalks is a regional department
store offering brand name and private label products. Headquartered in Fresno,
California, as of August, 3, 2006, Gottschalks operated 62 department stores
and 6 specialty apparel stores in 6 western states. Gottschalks is the largest
independently owned department store chain based in California. In 2005,
Gottschalks had sales of approximately $668.6 million and a one-year net income
growth of 178.9%.

MERVYN'S, LLC ("Mervyn's") (75,088 sq. ft.; 1.1% of GPR) owns its own store
improvements and operates under a 31-year sub-ground lease expiring on July 31,
2019. The rental rate of $1.01 per sq. ft. is constant for the duration of the
lease. The company operates approximately 190 department stores in 10 states. A
private equity investment group that includes Sun Capital Partners, Cerberus
Capital Management and Lubert-Adler/Klaff Partners acquired the Mervyn's retail
chain from Target in September 2004 for approximately $1.2 billion.

THE MARKET. The Sierra Vista Mall property is located in the City of Clovis,
Fresno County, California. Clovis is situated midway between Los Angeles (222
miles) and San Francisco (184 miles) in the heart of San Joaquin Valley along
Shaw Avenue which is considered the primary east-west commercial corridor in
the direct neighborhood.

The Sierra Vista Mall property draws a majority of its patronage from the
cities of Clovis and Fresno. For 2006 the population within a one, three and
five-mile radius of the Sierra Vista Mall property is projected at 21,176,
103,189 and 247,134, respectively. During the same period, the median household
income within a one, three and five-mile radius of the Sierra Vista Mall
property was $54,882, $61,021 and $57,598, respectively. Both population and
household income growth for the city of Clovis over the past six years has
increased annually by a rate of 4.2% and 4.0%, respectively.

The occupancy of the submarket surrounding the Sierra Vista Mall property has
been trending upwards with current occupancy over 90% and occupancy on newer
product near 95%. As of October 2006, the Sierra Vista Mall property was 87.91%
occupied.

Surrounding properties have lease rates ranging from $11.52 per sq. ft. to
$21.96 per sq. ft. Anchor tenants at the Sierra Vista Mall property pay rents
that range from $1.01 per sq. ft. to $6.95 per sq. ft. with an average of $4.03
per sq. ft. Three of the anchors, Target, Gottschalk's and Mervyn's, own their
own stores and pay sub-ground rent of $2.49 per sq. ft, $6.95 per sq. ft, and
$1.01 per sq. ft, respectively. Sears pays only percentage rent currently equal
to approximately $5.00 per sq. ft. Except for Sears, which built its store in
1999, all of the anchor tenants have been in occupancy since the center's
inception in 1988. The average rent of $3.98 per sq. ft. paid by anchor tenants
is 33.7% below the average anchor tenant market rent of $6.00 per sq. ft.

The eleven existing non-anchor tenants of at the Sierra Vista Mall property
that occupy less than 1,000 sq. ft. pay rents with an average of $36.58 per sq.
ft., almost 4% less than the estimated market rent of $38.00 per sq. ft.
Tenants that range in size from 1,000 sq. ft. to 2,999 sq. ft. pay rents with
an average of $26.07 per sq. ft, which is at par with the current estimated
market rate of $22.00 per sq. ft. Tenants that range in size from 3,000 sq. ft.
to 4,999 sq. ft. pay rents at an average of $16.84 per sq. ft. In order to
determine market rent for the proposed theater, the appraiser analyzed recent
leases on four California cinemas in the Sierra Vista Mall property competitive
set. Lease rates ranged between $15.00 per sq. ft. and $24.96 per sq. ft. The
proposed theater lease provides for rent of $20.64 per sq. ft., in the
mid-range of market rents.


                                      B-63



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                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

                                 COMPETITIVE SET



                                       DISTANCE FROM
        COMPETITION          SQ. FT.      SUBJECT                         ANCHORS
---------------------------------------------------------------------------------------------------

Fresno Fashion Fair          870,900     4.32 miles    Gottschalks, JC Penney, Macy's
Manchester Center            930,806     5.58 miles    Rave, All American Sports Fan
Market Place at River Park   466,000     5.95 miles    Target, Best Buy, Sports Authority, Comp USA


PROPERTY MANAGEMENT. The Sierra Vista Mall Mortgaged Property is managed by
LandValue Management, LLC, an affiliate of the borrower.

LOCKBOX/CASH MANAGEMENT. The Sierra Vista Mall Loan has been structured with a
hard lockbox and springing cash management upon the occurrence of an Event of
Default as defined in the Sierra Vista Mall Loan documents.

RESERVES. At closing, the borrower deposited the sum of (i) $313,533 into the
Tax Reserve for the payment of all taxes and assessments, (ii) $230,000 into
the Theater Rent Reserve to cover the theater tenant free rent period and (iii)
$750,000 into the Theater Tenant Improvement Reserve. In addition, each month,
the borrower is required to deposit (i) $6,756 into the Replacement Reserve for
capital expenditures, (ii) $15,204 into the Insurance Reserve, (iii) $22,707
into the Tax Reserve and (iv) $20,058 into the Tenant Improvement and Leasing
Commission Reserve.

In addition, the Sierra Vista Mall Loan is structured with an Earnout Reserve
of $17,277,777. At closing the borrower deposited cash; however, the Sierra
Vista Mall Loan documents permit the borrower to substitute an acceptable
letter of credit. During the first four years of the Sierra Vista Mall Loan
term, the Earnout Reserve may be released to the borrower, in whole or in part,
upon the satisfaction of the following conditions: (i) the occupancy of Sierra
Vista Mall property is 90% or greater (based on calculations that exclude the
49,827 sq. ft. of new in-line/shop space and the proposed retail conversion of
existing 22,750 sq. ft.) and (ii) a minimum 1.20x DSCR is achieved based on the
post-release net loan amount with debt service payments based on a 30-year
amortization schedule on income in place and the higher of underwritten or
actual expenses.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. The owners of direct or indirect
interests in the borrower are permitted to obtain a mezzanine loan subject to
the satisfaction of certain conditions including that (i) the aggregate DSCR on
all indebtedness is at least 1.20x, (ii) the aggregate LTV ratio on all
indebtedness is not more than 80%, (iii) the borrower delivers an intercreditor
agreement acceptable to the rating agencies and (iv) the terms and conditions
of the mezzanine loan are approved by the applicable rating agencies.

GROUND LEASE. The borrower has a leasehold interest in the Sierra Vista Mall
property and leases the related land (total of approximately 71 acres) under a
long-term ground lease expiring in 2038, with eight automatic 5-year renewal
options.


                                      B-64



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                                                            BALANCE: $77,777,777
1050 Shaw Avenue              COLLATERAL TERM SHEET         DSCR:    1.37x
Clovis, CA 93612                SIERRA VISTA MALL           LTV:     76.11%
--------------------------------------------------------------------------------

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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     BCRE
LOAN PURPOSE:                    Refinance
ORIGINAL BALANCE:                $75,500,000
CUT-OFF DATE BALANCE:            $75,500,000
% BY INITIAL UPB:                2.00%
INTEREST RATE:                   6.5800%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              October 1, 2006
MATURITY DATE:                   September 1, 2011
AMORTIZATION:                    Interest only for the initial 12 months of the
                                 term; thereafter amortizes on a 30-year
                                 schedule.
CALL PROTECTION:                 Lockout for 24 months from the securitization
                                 date, then defeasance is permitted. On and
                                 after June 1, 2011, prepayment permitted
                                 without penalty.
SPONSOR:                         Robert Morgan and Robert Moser
BORROWERS:(1)                    Various
ADDITIONAL FINANCING:            None
LOCKBOX:                         Hard
INITIAL RESERVES:(2)             Immediate Repairs:   $   68,113
                                 Environmental:       $   17,000
                                 Real Estate Tax:     $  274,628
                                 Seasonality:         $2,887,143
                                 Insurance:           $  270,606
MONTHLY RESERVES:(2)             Tax:                 $   39,872
                                 Insurance:           $   30,067
                                 Replacement:         $   20,302
                                 Seasonality:         $  481,190
--------------------------------------------------------------------------------

(1)  See "The Borrowers" herein.

(2)  See "Reserves" herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN BALANCE/PAD:   $15,547.78
VALUE/PAD:                       $22,452.64
CUT-OFF DATE LTV:                69.25%
BALLOON LTV:                     66.17%
UNDERWRITTEN DSCR:               1.25x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Portfolio -- 12 properties
PROPERTY TYPE:                   Manufactured Housing
COLLATERAL:                      Fee Simple
LOCATION:(1)                     Various
YEAR BUILT / RENOVATED:          Various/Various
NUMBER OF PADS(1):               4,856
PROPERTY MANAGEMENT:             Morgan RV Park Management, LLC
OCCUPANCY:(2)                    95.09%
UNDERWRITTEN NET CASH FLOW:      $7,191,742
APPRAISED VALUE:(1)              $109,030,000
APPRAISAL DATE:(1)               Various
--------------------------------------------------------------------------------

(1)  See "The Properties" herein.

(2)  Occupancy is based on the weighted average of the appraiser's economic
     occupancy for each property.


                                      B-68



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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

THE MORGAN RESORT PORTFOLIO LOAN

THE LOAN. The Morgan Resort Portfolio loan is a $75.5 million, five-year fixed
rate loan secured by first mortgages on the borrower's fee simple interests in a
portfolio of 12 recreational vehicle ("RV") resort communities containing a
total of 4,856 pad sites located in eight states. The Morgan Resort Portfolio
loan is interest-only for the initial 12 months of the loan term and thereafter
amortizes on a 30-year schedule.

THE BORROWERS. Each borrower is a single-purpose, bankruptcy-remote entity
organized in the State of Delaware with at least two (2) independent directors.
Each borrower is wholly owned by (i) Tremont/Morgan RV Park Fund, LLC, a joint
venture between Tremont/Morgan, Morgan RV Park Investments, LLC and the Winslow
Family Holdings, LLC or (ii) Robert Morgan and Robert Moser (and families).

The Morgan Resort Portfolio loan is sponsored by Robert Morgan and Robert Moser
(collectively, "Morgan Sponsors"). Mr. Morgan's portfolio includes wholly and
partially owned RV parks (20), manufactured housing communities (40),
multifamily (17), retail (7), office (5), industrial (5), mini-storage (2), and
vacant land (3), hotels (1), medical buildings (1), and mixed use property (1).
His current recreational vehicle resort community portfolio consists of
approximately 9,000 RV sites located in 11 states including Florida, New Jersey,
New York, Maine, Massachusetts, New Hampshire, North Carolina, Pennsylvania,
Ohio, Virginia, and Wisconsin.

Mr. Moser's portfolio includes wholly and partially owned RV parks (20),
manufactured housing communities (4), multifamily (7), commercial (3), hotel
(1), mini-storage (1) and land (2).

THE PROPERTIES. The Morgan Resort Portfolio is comprised of twelve (12)
recreational vehicle resort communities located in eight different states. The
following properties described below are owned by the respective borrowers as
tenants-in-common: Buena Vista Resort, Blueberry Hill Resort FL, Coldbrook
Resort and Yogi Jellystone Resort OH. Ten of the properties are rated by
Woodall's Publications Corporation ("Woodall's"), a multi-media publisher
producing annual directories, regional monthly publications, a variety of
specific-interest books and online publications for various segments of the
recreational vehicle and camping consumers. Woodall's is an affiliate of the
Affinity Group, Inc., which serves the North American outdoor and recreational
vehicle market through its various campground directories, buyer's guides,
consumer magazines, regional publications and web sites, including the online
rating service from Woodall's. The Woodall's RV rating system is based on a 1 to
5 rating, with 5 being the best rating for the two categories, namely facilities
and recreation.

                              PROPERTY INFORMATION




                                                            ALLOCATED LOAN     APPRAISED      APPRAISAL
      PROPERTY NAME              CITY       STATE    PADS       AMOUNT           VALUE           DATE
---------------------------------------------------------------------------------------------------------

Buena Vista Resort          Buena Vista       NJ      678   $12,850,000      $ 18,750,000    June 7, 2006
Pine Acres Resort           Raymond           NH      418    10,875,000        13,610,000   June 10, 2006
Crystal Lake Resort         Lodi              WI      418     8,000,000        10,000,000    May 17, 2006
Yogi Jellystone Resort OH   Mantua            OH      425     7,450,000         9,350,000    May 17, 2006
Grand Lakes Resort          Orange Lake       FL      409     6,800,000        14,110,000    May 17, 2006
Mountain Pines Resort       Saltlick          PA      885     5,850,000         7,370,000    May 17, 2006
Stonebridge Resort          Maggie Valley     NC      300     4,750,000         6,540,000    May 11, 2006
Three Lakes Resort          Hudson            FL      310     4,550,000         7,410,000    May 17, 2006
Blueberry Hill Resort FL    Bushnell          FL      406     3,950,000         7,110,000    May 17, 2006
Blueberry Resort NJ         Port Republic     NJ      176     3,700,000         5,510,000    June 6, 2006
Coldbrook Resort            Wilton            NY      267     3,400,000         4,390,000    May 16, 2006
Yogi Jellystone Resort NJ   Mays Landing      NJ      164     3,325,000         4,880,000    June 6, 2006
---------------------------------------------------------------------------------------------------------
TOTAL                                               4,856   $75,500,000      $109,030,000
=========================================================================================================


BUENA VISTA RESORT

The property is a 678-pad recreational vehicle resort community located in Buena
Vista, Atlantic County, New Jersey. Situated on 182.22 acres, the property was
completed in 1970 and renovated in 2004. The property consists of annual,
seasonal and


                                      B-69



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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

transient RV pad sites and 65 park model rental pads. The park model units are
more permanent structures that are located on pad sites. They typically include
a one bedroom and a loft. Each pad comes with an individual electricity, cable
and sewer connection. Onsite amenities include a general store, community
office, banquet hall, video arcade, laundromat, 40-foot tall waterslide,
swimming pool, basketball court, playground, mini-golf course, RV storage, and
an antique automobile museum. The property has a 4 rating for facilities and a 5
rating for recreation from Woodall's.

PINE ACRES RESORT

The property is a 418-pad recreational vehicle resort community located in
Raymond, Rockingham County, New Hampshire. Situated on 95.06 wooded acres, the
property was developed in 1970 and renovated in 2004. The sites include 285
seasonal full hookup sites, 117 limited hookup sites, 16 sites with no hookups
and 7 rental cabins. Utility hookups include water, electric, septic and cable.
The property has water frontage along the Lamprey River, where residents can
enjoy fishing, canoeing, and swimming. The property has 2 beaches along the
banks of the river and many sites enjoy water views. Structures include an
onsite leasing office building with an onsite manager's residence, three
apartment units and three shower/lavatory buildings. The property offers a
waterslide, a miniature golf course, a skate park, a general store, a
restaurant, two recreation halls and a laundry facility. In addition to the
river amenities, the subject offers: 2 playground areas, a ball field, a
basketball court, two volleyball courts and horseshoe pits. The property has a 4
rating for facilities and a 5 rating for recreation from Woodall's.

CRYSTAL LAKE RESORT

The property is a 418-pad recreational vehicle resort community developed in
1960 and located in Lodi, Columbia County, Wisconsin. The approximate land size
is 83 acres, the majority of which is located on a peninsula and surrounded on
three sides by 700-acre Crystal Lake. The property contains approximately 175
full hookup pads with the remaining unit mix comprised of 22 overnight RV/camper
sites, cabins, mobile home sites, extended stay and permanent RV sites, Yurts (a
tent-like cabin), a family cabin, and rental units. Property amenities include a
swimming pool, a jacuzzi, watercraft rentals, a volleyball court, a basketball
court, skateboard recreation area, a miniature golf course, bike rentals,
swimming and beach area on the lakefront and a full service clubhouse with a
convenience store. The property has a 4 rating for facilities and a 5 rating for
recreation from Woodall's.

YOGI JELLYSTONE RESORT OH

The property is a 425-pad recreational vehicle resort community located in
Mantua, Porttage County, Ohio. The property is located on approximately 209
acres and consists of 310 pads with electrical/water hookups and 115 without the
electrical/water hookups. The property was developed in 1950 and last renovated
in 2005. In addition, there are 3 apartments, 18 cabins, 7 cottages, 5 park
models and 2 suites. Recreation facilities include a 50 acre stocked lake, boat
rentals (paddle boats, kayaks, canoes, row boats), a heated outdoor swimming
pool, a game room, playgrounds, basketball courts, volleyball pits, picnic
pavilions, a miniature golf course and pedal bike rentals. There are daily
planned activities, including movies, as well as arts and crafts and Sunday
pancake breakfasts. Amenities include a general store that sells camping
supplies, a gift shop, a snack bar, a game room, and a coin operated laundry
facility. In addition to providing campground facilities and activities, the
property is open to the public on an individual or group basis for the day. The
property has a 5 rating for facilities and a 5 rating for recreation from
Woodall's.

GRAND LAKES RESORT

The property is a 409-pad recreational vehicle resort community located in
Orange Lake, Marion County, Florida. The approximate land size is 109.5 acres
and includes additional 7 cottages. The property was built in 1990 and
renovated in 2003. The cottages come in one or two bedrooms units and are
rented daily, weekly or monthly. The pad sites are divided into 230 concrete
and 179  grass sites. Amenities at the property include a 9-hole golf course, a
pool, horseshoe pits, a bocce ball court, shuffle board courts, additional
buildings for a clubhouse and a function hall, banquet style kitchen, a
billiards room, a library, a free standing laundry and bath houses. The
property also has a Marina area that is wood framed, with a partially covered
dock that was built in 1990. There are 21 covered boat slips available for
rent. The property has a 5 rating for facilities and a 5 rating for recreation
from Woodall's.


                                      B-70



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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

MOUNTAIN PINES RESORT

The property is an 885-pad recreational vehicle resort community located in
Saltlick, Fayette County, Pennsylvania and was built in 1930 and last renovated
in 2005. The approximate land area is 87 acres. 320 sites are leased for various
terms up to six-months, while 565 sites are utilized by seasonal tenants. Resort
amenities include a clubhouse with a function hall and kitchen, a game room and
library, a lodge building, an on-site manager's office, an in-ground outdoor
pool, an indoor pool with hot tub, shuffleboard courts, a chapel, a camp
convenience store and laundry, a basketball court, a miniature golf course,
lighted tennis courts, lighted volleyball courts, A-frame rental chalets, five
rental cabins, multiple bathhouses, RV and boat storage, as well as picnic
pavilions. This property is not rated by Woodall's.

STONEBRIDGE RESORT

The property is a 300-pad recreational vehicle resort community located in
Maggie Valley, Haywood County, North Carolina. The property is spread on 18.6
acres of land and was developed in the 1950s and renovated in 2005. The property
consists of four permanent buildings that include an office, a staff residence,
a community building, a laundry, a game room, a common shower building, as well
as 5 free-standing wood cabins built over concrete slab foundations. The
property has 80 executive pads with 30 and 50 amp electric, phone and cable
connections, while 220 pads have none. The executive site mix is comprised of 19
pads with concrete slabs, 46 pads located beside a creek and 15 long
pull-through pads. The property underwent roof renovations on all the permanent
buildings last year, the creek side was renovated in 2004, and the pool,
electrical wiring throughout the property and sewerage were renovated in 2003.
Onsite amenities include an office/clubhouse, a pool a basketball court and a
community pavilion. The property has a 3 rating for facilities and a 4 rating
for recreation from Woodall's.

THREE LAKES RESORT

The property is a 310-pad recreational vehicle resort community located in
Hudson, Pasco County, Florida. The property is located on 58.3 acres of land and
include 141 park model pads. The property was developed in 2000. The pad sites
are divided into a section of RV pad sites on one side of the property and park
model pads on the other. There is room on approximately 10 acres of vacant land
on which an additional 110 pad sites can be constructed. The gated property is
an adults only community, where the preferred age is 33 and over, and is
primarily rented annually. Amenities at the property include three man-made
lakes, a pool, horseshoe pits, a bocce ball court, shuffleboard courts, a
clubhouse and function hall, a banquet style kitchen, a billiards room and bath
houses. The property has a 4 rating for facilities and a 3 rating for recreation
from Woodall's.

BLUEBERRY HILL RESORT FL

The property is a 406-pad recreational vehicle resort community located in
Bushnell, Sumter County, Florida. The property is located on 40.13 acres and was
built in 2001 and renovated in 2003. The pad sites are divided into 98 concrete
and 308 grass sites. The majority of the sites are rented seasonally or annually
(40% seasonally and 30% annually), yet only physically occupied for part of the
year. Amenities at the property include a pool, horseshoe pits, a bocce ball
court, shuffleboard courts, a clubhouse and function hall with a banquet style
kitchen, a billiards room, a library, a free standing laundry and shower/bath
facilities. The property has a 5 rating for facilities and a 4 rating for
recreation from Woodall's.

BLUEBERRY RESORT NJ

The property is a 176-pad recreational vehicle resort community located in Port
Republic, Atlantic County, New Jersey. The property is located on 24.9 acres and
was built in 1970 and renovated in 1997. Situated on 24.94 acres, the property
consists of 115 seasonal pad sites, 61 transient pad sites, 5 rental trailers,
and 2 tent sites. Each pad comes with individual electricity, cable and sewer
connections. Community amenities include an office/general store, a recreation
center, a laundry room, an in-ground pool and a playground. The property has a 4
rating for facilities and a 4 rating for recreation from Woodall's.

COLDBROOK RESORT

The property is a 267-pad recreational vehicle resort community located in
Wilton, Saratoga County, New York. The property is located on 97 acres and was
built in 1980 and renovated in 2006. The sites include 260 full-hookup sites, 7
pull-through sites


                                      B-71



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                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

and 25 tent sites. Utility hookups include water, electric, septic and cable.
Structures include an onsite leasing office building with a 2-bedroom, 2nd floor
apartment, a storage barn, a pavilion building, two laundries and three bathroom
buildings. The property offers an outdoor in-ground swimming pool, miniature
golf, fishing ponds, a playground, ball fields, a volleyball court, a basketball
court, a bocce ball court, horseshoe pits and a convenience store. This property
is not rated by Woodall's.

YOGI JELLYSTONE RESORT NJ

The property is a 164-pad recreational vehicle resort community located in Mays
Landing, Atlantic County, New Jersey. The property is located on 18.5 acres and
was built in 1967 and renovated in 2002. The property consists of 105 seasonal
RV pad sites and 60 transient RV pad sites. In addition, there are 5 rental
trailers, 4 rental cabins, and 3 private residences. Each pad comes with
individual electricity, cable and sewer connections. Onsite amenities include an
office/general store, a recreation center (5,500 SF), a laundry room, a swimming
pool, a basketball court, a playground, a miniature golf course, and RV storage.
The property also offers many family activities and events. The property has a 4
rating for facilities and a 5 rating for recreation from Woodall's.

PROPERTY MANAGEMENT. The property is managed by Morgan RV Park Management, LLC,
an affiliate of the borrower.

LOCKBOX/CASH MANAGEMENT. The Morgan Resort Portfolio Loan is structured with a
hard lockbox and in-place cash management.

RESERVES. At closing, the borrower deposited the sum of: (1) $274,628 into a tax
reserve ("Tax Reserve"), (2) $270,605 into an insurance reserve ("Insurance
Reserve") for the payment of insurance premiums, (3) $68,113 into a required
repairs reserves, (4) $17,000 for an environmental reserve to remove a hydraulic
lift and provide secondary containment for two gasoline tanks at the Blueberry
Resort NJ property and (5) $2,887,143 into a reserve ("Seasonality Reserve")
sufficient to cover six months of debt service on the Morgan Resort Portfolio
Loan.

On a monthly basis, the borrower is required to deposit reserves for: (1) the
Tax Reserve in the amount of 1/12th of the amount the lender reasonably
estimates will be required to pay taxes and assessments, (2) the Insurance
Reserve in the amount of 1/12th of the amount the lender reasonably estimates
will be required to pay required insurance premiums, (3) capital expenditures in
the amount of $20,302 and (4) the Seasonality Reserve, with 50% of the required
amount deposited in May for each year and 10% of the required amount deposited
each month from June through October. The lender will calculate the annual
deposit required to be deposited into the Seasonality Reserve, which will be
equal to 125% of all amounts disbursed from the Seasonality Reserve during the
preceding 12 months, less the existing Seasonality Reserve balance to replenish
the balance to the 125% level.

COLLATERAL RELEASE. After the expiration of the related lockout period and
provided that no event of default exists, the borrower may obtain the release of
an individual property from the lien of the mortgage and the release of the
borrower's obligations under the loan documents with respect to such property
through partial defeasance, upon the satisfaction of certain conditions,
including without limitation: (a) the amount of the outstanding principal
balance of the portion of the Morgan Resort Portfolio loan to be defeased must
be at least equal to the Release Price for such property, (b) after giving
effect to such release, the loan-to-value ratio for the properties remaining
subject to the lien in favor of the lender is not greater than the lesser of (i)
the loan-to-value ratio as of the origination date with respect to all of the
properties and (ii) the loan-to-value ratio for the properties subject to the
lien in favor of the lender immediately prior to the release, (c) after giving
effect to such release, the debt service coverage ratio for the properties
remaining subject to the lien in favor of the lender will be equal to or greater
than the greater of (i) the debt service coverage ratio as of the origination
date or (ii) the debt service coverage ratio immediately prior to the release.
"Release Price", with respect to an individual property, means 115% of the
initial Allocated Loan Amount (see the table headed "Property Information" under
"The Properties" above) of such individual property.

Provided that no event of default exists, the borrower is also permitted to
obtain the release of two parcels of unimproved land, without payment of a
release price.

In addition, the loan documents permit the lender to uncross one or more of the
individual properties from the cross-default and cross-collateralization
provisions of the Morgan Resort Portfolio loan, and to require the borrower to
execute a new promissory


                                      B-72



--------------------------------------------------------------------------------
                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

note having a principal amount equal to the Allocated Loan Amount for the
individual property that is released. The lender is permitted to obtain
confirmation in writing from each applicable rating agency that such transfer
will not result in a qualification, downgrade or withdrawal of any rating
assigned to the Certificates.

COLLATERAL SUBSTITUTION. After the expiration of the related lockout period and
provided that no event of default exists, the borrower may obtain a release of
the lien of the mortgage encumbering an individual property ("Release
Property") by substituting its interest in a property used primarily for RV
parks, of like kind and quality acquired by the borrower or an affiliate of the
borrower (individually, a "Substitute Property"). Any such substitution is
subject to, without limitation, the following conditions: (a) the Substitute
Property must be a property as to which the borrower will hold fee or ground
leasehold title free and clear of any lien or other encumbrance except for
permitted encumbrances, (b) receipt by the lender and the applicable rating
agencies of an appraisal of the Substitute Property dated no more than 180 days
prior to the substitution, indicating an appraised value of the Substitute
Property that is at least equal to or greater than the appraised value of the
Release Property determined by the lender as of the origination date of the
Morgan Resort Portfolio loan and which supports an aggregate loan-to-value
ratio for the properties remaining subject to the lien in favor of the lender
not greater than the lesser of (i) the loan-to-value ratio as of the
origination date with respect to all of the properties and (ii) the
loan-to-value ratio for the properties subject to the lien in favor of the
lender immediately prior to the substitution, (c) after giving effect to such
substitution, (i) the debt service coverage ratio for the properties remaining
subject to the lien in favor of the lender for the 12-month period immediately
preceding the substitution will be equal to or greater than (I) the debt
service coverage ratio as of the origination date, (II) the debt service
coverage ratio for the 12-month period immediately prior to the substitution
(including the Release Property and excluding the Substitute Property) and
(III) 1.20x; and (ii) the debt service coverage ratio for the Substitute
Property for the 12-month period immediately preceding the substitution is
equal to or greater than (I) the debt service coverage ratio for the 12-month
period immediately prior to the origination date with respect to the Release
Property and (II) 1.20x, (d) the applicable Allocated Loan Amount of such
individual property when added to the Allocated Loan Amounts of all properties
released prior to or simultaneously with such individual property is no greater
than 25% of the original principal amount of the Morgan Resort Portfolio loan
during the term of the loan, and (e) the lender must have received written
confirmation from the Rating Agencies to the effect that such release and
substitution will not result in a withdrawal, qualification or downgrade of the
ratings then in effect for the Certificates.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.


                                      B-73



--------------------------------------------------------------------------------
                                                            BALANCE: $75,500,000
                              COLLATERAL TERM SHEET         DSCR:    1.25x
                             MORGAN RESORT PORTFOLIO        LTV:     69.25%
--------------------------------------------------------------------------------

                                      [MAP]


                                      B-74



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
-------------------------------------------------------------------------------

                                     [PHOTO]


                                      B-75



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
-------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
LOAN SELLER:                     GACC
LOAN PURPOSE:                    Acquisition
ORIGINAL BALANCE:                $70,000,000
CUT-OFF DATE BALANCE:            $70,000,000
% BY INITIAL UPB:                1.85%
INTEREST RATE:                   5.6500%
PAYMENT DATE:                    1st of each month
FIRST PAYMENT DATE:              November 1, 2006
MATURITY DATE:                   October 1, 2016
AMORTIZATION:                    Interest Only
CALL PROTECTION:                 Lockout until October 1, 2008, then prepayment
                                 permitted with yield maintenance. On July 1,
                                 2016 prepayment permitted without penalty.
SPONSOR:                         Cornerstone Real Estate
                                 Advisors, LLC
BORROWER:                        Scottsdale 101 Retail, LLC
ADDITIONAL FINANCING:            None
LOCKBOX:                         Soft, springing hard
INITIAL RESERVES:                None
MONTHLY RESERVES:(1)             Ground Rent:   $59,385
                                 Tax:           Springing
                                 Insurance:     Springing
                                 TILC:          Springing
--------------------------------------------------------------------------------

(1)  See "Reserves" herein.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF LOAN BALANCE /
   SQ. FT.:                      $120.38
CUT-OFF BALANCE / SQ. FT.:       $120.38
BALLOON BALANCE / SQ. FT.:       $120.38
CUT-OFF LTV:                       58.82%
BALLOON LTV:                       58.82%
UNDERWRITTEN DSCR:                  1.84x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:        Single Asset
PROPERTY TYPE:                   Retail-Anchored
COLLATERAL:                      Leasehold Interest
LOCATION:                        Phoenix, Arizona
YEAR BUILT / RENOVATED:          2003 / NA
COLLATERAL SQ. FT.:              581,486
PROPERTY MANAGEMENT:             Westcor Partners, LLC
UNDERWRITTEN OCCUPANCY AS OF
   SEPTEMBER 5, 2006:            98.28%
UNDERWRITTEN NET OPERATING
   INCOME:                       $7,665,300
UNDERWRITTEN NET CASH FLOW:      $7,365,016
APPRAISED VALUE:                 $119,000,000
APPRAISAL DATE:                  September 27, 2006
--------------------------------------------------------------------------------


                                      B-76



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
--------------------------------------------------------------------------------

                                 TOP-10 TENANTS


                                  % OF TOTAL      LEASE         UW BASE      TTM 7/31/2006    TTM 7/31/2006      RATINGS
         TENANT         SQ. FT.     SQ. FT.    EXPIRATION   RENT / SQ. FT.       SALES       SALES / SQ. FT.   (S/M/F)(1)
-------------------------------------------------------------------------------------------------------------------------

EXPO Design Center(2)   101,375      17.4%      1/31/2034       $   --         $35,600,000   $351              AA/Aa3/AA
Harkins Theatres         66,966      11.5%      6/26/2018        14.00           9,992,643   $713,760(3)       Not Rated
Sports Authority         41,175       7.1%      1/31/2014        13.13        Not Reported   Not Reported      Not Rated
Babies 'R' Us            37,415       6.4%      1/31/2013         4.57        Not Reported   Not Reported      Not Rated
Bed, Bath & Beyond       35,000       6.0%      1/31/2014        12.50        Not Reported   Not Reported      Not Rated
Circuit City             34,613       6.0%      1/31/2019        14.00          16,600,000   $480              Not Rated
Ethan Allen              25,000       4.3%      2/28/2025         7.20           1,155,000   $46               A-/Baa2/NR
Borders Books            22,000       3.8%      1/31/2019        18.00        Not Reported   Not Reported      Not Rated
Razmataz                 18,000       3.1%     12/31/2013        17.00           6,258,725   $348              Not Rated
Petco                    15,000       2.6%      1/31/2015        15.96           1,981,450   $132              Not Rated
-------------------------------------------------------------------------------------------------------------------------
TOTAL/WA:               396,544      68.2%                      $12.51(4)      $71,587,818
=========================================================================================================================


(1)  Credit ratings are for the parent company whether it guarantees the lease
     or not.

(2)  EXPO Design Center and the National Bank of Arizona prepaid their rent for
     their respective lease terms to the previous owner of the Scottsdale 101
     property who, in turn, used this prepaid rent to prepay a portion of the
     rent due under the ground lease.

(3)  Sales per screen. Harkins Theaters has 14 screens at the Scottsdale 101
     property.

(4)  Does not include EXPO Design Center.

                         TENANTS SUMMARY INFORMATION(1)

  TTM (JULY 2006) SALES/SQ.FT.(WA)(2)(3)      OCC. COST AS % OF SALES (WA)(1)(2)
--------------------------------------------------------------------------------
                 $306                                          5.7%

(1)  These tenants represent all tenants except for Harkins Theatres.

(2)  Excludes tenants reporting partial year sales figures.

(3)  Excludes Harkins Theatres which has sales of $713,760 per screen.

                              ROLLOVER SCHEDULE(1)



                                                                                                       CUMULATIVE %
             NUMBER OF                           CUMULATIVE   CUMULATIVE                % OF UW BASE    OF UW BASE
  YEAR OF      LEASES    EXPIRING   % OF TOTAL      TOTAL     % OF TOTAL     UW BASE        RENT           RENT
EXPIRATION    EXPIRING    SQ. FT.     SQ. FT.      SQ. FT.      SQ. FT.       RENT         ROLLING       ROLLING
-------------------------------------------------------------------------------------------------------------------

   2006           1         1,260       0.2%         1,260        0.2%     $   41,376        0.5%           0.5%
   2007           1           982       0.2          2,242        0.4%         34,896        0.4%           0.9%
   2008           8        20,743       3.6         22,985        4.0%        799,046        9.5%          10.4%
   2009           9        17,163       3.0         40,148        6.9%        600,780        7.2%          17.6%
   2010           2         3,212       0.6         43,360        7.5%        114,924        1.4%          19.0%
   2013           7        66,542      11.4        109,902       18.9%        919,762       11.0%          30.0%
   2014           8       100,999      17.4        210,901       36.3%      1,631,704       19.5%          49.4%
   2015           4        43,946       7.6        254,847       43.8%        839,586       10.0%          59.4%
   2016           3        12,772       2.2        267,619       46.0%        505,657        6.0%          65.5%
  Beyond         13       303,882      52.3        571,501       98.3%      2,894,605       34.5%         100.0%
  Vacant         --         9,985       1.7        581,486      100.0%             --         --             --
-------------------------------------------------------------------------------------------------------------------
  TOTAL:         56       581,486     100.0%                               $8,382,337
===================================================================================================================


(1)   The information in this schedule is based on the assumption that no
      tenant exercises an early termination option.

THE SCOTTSDALE 101 LOAN

THE LOAN. The Scottsdale 101 Loan is secured by a first mortgage on the
borrower's leasehold interest in a 581,486 sq. ft. power shopping center
located on the border of Phoenix and Scottsdale in Phoenix, Arizona. The
borrower leases the land under a long-term ground lease that expires in 2098.
The Scottsdale 101 Loan matures on October 1, 2016 and accrues interest at an
annual rate of 5.6500%. The Scottsdale 101 property was acquired by the
borrower in June 2006 for a purchase price of $117.6 million from Macerich Co.
/ Westcor.


                                      B-77



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
-------------------------------------------------------------------------------

THE BORROWER. The Scottsdale 101 borrower, Scottsdale 101 Retail, LLC, is a
Delaware limited liability company, single-purpose, bankruptcy-remote entity for
which a non-consolidation opinion was delivered at closing. The borrower is
sponsored by Cornerstone Real Estate Advisers, LLC ("Cornerstone"). Cornerstone
is a wholly-owned subsidiary of MassMutual, operating independently like other
MassMutual subsidiaries such as Oppenheimer Funds, Babson Capital Management LLC
and Tremont. Cornerstone, founded in 1994, manages over $6.0 billion of assets.
Cornerstone's clients include major public and corporate pension plans and
university endowments and foundations.

THE PROPERTY. The Scottsdale 101 property is a 581,486 sq. ft. power shopping
center constructed in 2003, anchored by a 101,375 sq. ft. EXPO Design Center
along with in-line shops and pad buildings located on an approximately 70 acre
parcel of land. There is one vacant pad site and a two-tenant pad building which
is currently under construction. The Scottsdale 101 property is occupied by 56
retail tenants. Ten of the 56 tenants are considered major/anchor tenants and
together such tenants occupy 68.2% of the net rentable area and contribute 44.1%
of the gross potential rental income. The Scottsdale 101 property is located at
the southwest corner of Scottsdale Road and Loop 101/Pima Freeway at the gateway
of the planned 2,200-acre Palisene commercial and residential master-planned
community. The Scottsdale 101 property is located on the boundary of the cities
of Phoenix and Scottsdale where it is situated to serve the affluent residents
of the Northeast Valley.

SIGNIFICANT TENANTS. The Scottsdale 101 property is currently 98.28% occupied by
56 tenants. Excluding the EXPO Design Center, the weighted average rent for the
ten major/anchor tenants is $12.51 per sq. ft.

THE THREE LARGEST TENANTS ARE:

EXPO DESIGN CENTER (NYSE: HD) (101,375 sq. ft., 17.4% of NRA, rated AA/Aa3/AA by
S/M/F) operates under a 30-year, 11-month lease expiring on January 31, 2034.
The EXPO Design Center has prepaid its rent for 30 years in the amount of
$4,772,727. This payment was in turn used by the previous owner to prepay a
portion of the rent due under the ground lease on Scottsdale 101 property. The
EXPO Design Center is a Home Depot Company that offers design and installation
services and carries luxurious and innovative brands. Focused on the
"Buy-it-yourself" clientele, the EXPO Design Center stores offer products that
range from specialty order lighting, flooring, bath design and hardware, kitchen
design and appliances, decor and patio. In each of the 34 EXPO Design Center
stores, customers are also offered complete project management for the design
and planning of decorating and remodeling projects. EXPO Design Center reported
sales at the Scottsdale 101 property per sq. ft. of approximately $351 per sq.
ft. in the trailing twelve months as of July 2006.

HARKINS THEATRES ("Harkins") (66,966 sq. ft., 14 screens, 11.5% of NRA) operates
under a 15-year lease expiring June 26, 2018. The rental rate per sq. ft. of
$14.00 remains constant during the initial term of the lease. There are three
five-year extension options to renew the lease with the rental rate per sq. ft.
increasing to $15.12, $16.33 and $17.64 during the three lease renewal periods,
respectively. Harkins is a privately owned and operated regional movie theater
chain with locations in Arizona, Colorado, Oklahoma, and Texas. The company grew
from a single theater in 1933 to 326 screens today in 26 locations. Constructed
in 2003, Harkins is a 14 screen, 600 seat multiplex. Harkins reported sales of
$713,760 per screen for the trailing twelve months ending July 2006.

SPORTS AUTHORITY (41,175 sq. ft., 7.1% of NRA) operates under a 10-year, 7-month
lease expiring January 31, 2014. The rental rate per sq. ft. of $13.13 increases
to $14.37 in February 2009 for the remainder of the initial term. There are
three 5-year options to renew the lease with the rental rate per sq. ft.
increasing to $15.85, $17.34, $18.83 during the three lease renewal periods,
respectively. Sports Authority is the largest U.S. sporting goods chain with
nearly 400 stores in 45 states and sells sports equipment, general merchandise,
shoes and apparel. Senior managers of Sports Authority, together with an
investor group led by Leonard Green & Partners, took the company private in
2006. Sports Authority does not report sales for its location at the property.

THE MARKET. The Scottsdale 101 property is located in Maricopa County within the
greater Phoenix area, approximately 12 miles north of Scottsdale and 16 miles
northeast of downtown Phoenix in the heart of the Northeast Valley. The area is
surrounded by mountains, the Sonoran Desert, golf courses, resorts and luxury
homes. North Scottsdale is an affluent suburb of Phoenix with high visibility
and easy accessibility to the off-ramp of the Loop 101 highway. The highly
trafficked North


                                      B-78



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
--------------------------------------------------------------------------------

Scottsdale area has emerged as a retail hub for this quadrant of the Phoenix
Metro area. The Scottsdale 101 Auto Collection which features luxury automobiles
that include Porsche, Jaguar, VW, BMW, Land Rover and Aston Martin, is adjacent
to the Scottsdale 101 property. Additionally, a Whole Foods anchored shopping
center which is scheduled to open in 2007, is adjacent to the property. Macerich
Company reports that the estimated 2006 average household income for the 3 mile,
5 mile and 10 mile radius is $107,257, $101,654, and $95,860, respectively.
Correspondingly, the population for the 3 mile, 5 mile and 10 mile radius is
49,629, 165,212 and 493,377, respectively.

The Phoenix-Mesa-Scottsdale MSA has been among the most active retail markets in
the country and is primarily composed of strip and convenience centers, as well
as neighborhood, community, and regional shopping malls. Large population growth
over the past decade, accompanied by strong employment growth, have created
tremendous demand for new housing, which has stimulated retail development,
especially in high-growth areas such as North Scottsdale, Mesa, and Chandler,
and now areas to the West, Northwest, and Southwest of the Scottsdale 101
property.

According to CB Richard Ellis, as of the third quarter of 2006, the
Phoenix-Mesa-Scottsdale retail market has approximately 124.8 million sq. ft. of
retail space with an overall occupancy rate of 95.14%. The third quarter of 2006
average rental rate for the Phoenix-Mesa-Scottsdale retail market is $18.37 per
sq. ft. The Scottsdale 101 property is located in the North Scottsdale submarket
which, as of the third quarter of 2006, had approximately 13.6 million sq. ft.
of retail space and an overall occupancy rate of 97.11%. The third quarter of
2006 average rental rate for the North Scottsdale submarket is $19.08 per sq.
ft. which is based on an average anchor rental rate of $14.14 per sq. ft. and an
in-line rental rate of $23.79 per sq. ft. According to the appraiser, the North
Scottsdale submarket area has been fairly strong over the past four years,
mirroring regional trends in terms of new construction, vacancy, and strong net
absorption trends. As of September 5, 2006, the Scottsdale 101 property was
98.28% occupied and had an overall average rental rate of $14.67 per sq. ft.

The appraiser identified seven regional malls/shopping centers located in the
Phoenix-Mesa-Scottsdale MSA as being comparable to the Scottsdale 101 property:

                        COMPETITIVE SET



         COMPETITION           SQ. FT.    DISTANCE FROM SUBJECT
---------------------------------------------------------------

Desert Ridge Market Place   1,200,000    3.7 miles northwest
The Promenade                 735,801    1.8 miles south
Kierland Commons              450,000    2.4 miles south
Scottsdale Town Center        301,800    4.0 miles southeast
Sonora Village                248,340    4.0 miles southeast
Northsight Crossing           150,000    4.0 miles southeast
Tatum Point                   304,000    3.5 miles southeast


       COMPETITION                                    ANCHORS/MAJOR TENANTS
-----------------------------------------------------------------------------------------------------

Desert Ridge Market Place   Albertson's, AMC Theatres, Kohls, Marshalls Mega Store, Target Greatland
The Promenade               The Great Indoors, Linen's N Things, Lowes Home Improvement
Kierland Commons            Barnes & Nobles, Crate & Barrel
Scottsdale Town Center      Albertson's, Ross Dress for Less, Target, TJ Maxx
Sonora Village              Best Buy, Organized Living, Staples Office Supply, United Artists Theatre
Northsight Crossing         Gold's Gym
Tatum Point                 Wal-Mart, Basha's Supermarket


The appraiser determined the competitive set yields an average rental rate of
$28.11 per sq. ft. and an average occupancy of 98.04%. In the aggregate, the
competitive market (inclusive of the subject) contains a total NRA of
approximately 3.4 million sq. ft. By comparison, the Scottsdale 101 property
has a total occupancy of 98.28%.

PROPERTY MANAGEMENT. The Scottsdale 101 property is managed by Westcor
Partners, LLC ("Westcor"), a management company owned by The Macerich Company
("Macerich"). Macerich is a self-administered and self-managed real estate
investment trust that is involved in the acquisition, ownership, development,
management and leasing of regional and community shopping centers located
throughout the United States. Westcor sold Scottsdale 101 in June 2006 to
Cornerstone while retaining the management position. Macerich is a dominant
retail player in the Phoenix market as a result of its 2002 acquisition of
Westcor Properties, the leading shopping center owner and developer in Phoenix.

LOCKBOX/CASH MANAGEMENT. The Scottsdale 101 Loan has been structured with a
soft lockbox that will spring hard upon an Event of Default (as defined in the
Scottsdale 101 Loan documents) or during a DSCR Trigger Period (each, a
"Trigger Event"). The Scottsdale 101 Loan documents require cash management
upon the occurrence of a Trigger Event.


                                      B-79



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
--------------------------------------------------------------------------------

RESERVES. The Scottsdale 101 Loan documents require monthly ground rent reserves
in an amount equal to one-twelfth of the annual ground rent due. In addition,
during a Trigger Period the borrower will be required to make monthly escrow
deposits into the (i) Tax and Insurance Reserves, in an amount equal one-twelfth
of the annual amounts due, (ii) Rollover Reserve, in an amount equal to $48,333,
and (iii) Replacement Reserve, in an amount equal to $4,836.

A "DSCR Trigger Period" occurs when the DSCR is less than 1.10x based on a
trailing 12-month cash flow.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.

GROUND LEASE. The Scottsdale 101 property is subject to a 99-year ground lease
from the State of Arizona that expires June 29, 2098. Ground rent payments are
due annually and are being reserved on a monthly basis pursuant to the
Scottsdale 101 Loan documents. The ground rent payments adjust annually based on
a schedule provided in the ground lease. EXPO Design Center and the National
Bank of Arizona prepaid their rent for their respective lease term to the
previous owner of the Scottsdale 101 property who, in turn, used this prepaid
rent to prepay a portion of the rent due under the ground lease to the State of
Arizona.


                                      B-80



--------------------------------------------------------------------------------
                                                            BALANCE: $70,000,000
7000 East Mayo Boulevard        COLLATERAL TERM SHEET       DSCR:    1.84x
Phoenix, AZ 85054                  SCOTTSDALE 101           LTV:     58.82%
--------------------------------------------------------------------------------

                                      [MAP]


                                      B-81

ANNEX C

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in limited circumstances, the globally offered COMM 2006-C8, Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G 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 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 Participants.

As described under ‘‘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 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 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 Participants.    Secondary market trading between 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.

C-1




Trading between DTC Seller and Clearstream or Euroclear Purchaser.    When book-entry certificates are to be transferred from the account of a 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 interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) 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 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, 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 Participant a cross-market transaction will settle no differently than a trade between two 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 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 Participant’s account against payment. Payment will include interest accrued on the book-entry certificates from and including the first day of the interest accrual period coinciding with or commencing in, as applicable, the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the first day of the initial interest accrual period) to and excluding the settlement

C-2




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.

Finally, day traders that use Clearstream or Euroclear and that purchase book-entry certificates from 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:

•  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;
•  borrowing the book-entry certificates in the United States from a 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
•  staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the 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):

C-3




(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,

(A) 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

(B) 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—

•  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;
•  provides a duly completed and executed IRS Form W-9, if the holder is a U.S. person; or

C-4




•  can be treated as an ‘‘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.

C-5




ANNEX D

Casual Male HQ Mortgage Loan Amortization Schedule


Period Date Ending Balance ($) Principal ($)
0 2/1/2006 32,000,000.00
1 3/1/2006 31,956,952.31 43,047.69
2 4/1/2006 31,929,366.66 27,585.65
3 5/1/2006 31,896,426.20 32,940.46
4 6/1/2006 31,868,534.08 27,892.12
5 7/1/2006 31,835,295.55 33,238.54
6 8/1/2006 31,807,093.90 28,201.64
7 9/1/2006 31,778,749.47 28,344.44
8 10/1/2006 31,745,070.99 33,678.48
9 11/1/2006 31,716,412.51 28,658.48
10 12/1/2006 31,682,428.57 33,983.93
11 1/1/2007 31,653,452.92 28,975.66
12 2/1/2007 31,624,330.54 29,122.37
13 3/1/2007 31,579,564.79 44,765.75
14 4/1/2007 31,550,068.30 29,496.49
15 5/1/2007 31,515,269.28 34,799.02
16 6/1/2007 31,485,447.24 29,822.04
17 7/1/2007 31,450,331.58 35,115.66
18 8/1/2007 31,420,180.73 30,150.84
19 9/1/2007 31,389,877.23 30,303.51
20 10/1/2007 31,354,293.27 35,583.96
21 11/1/2007 31,323,656.16 30,637.12
22 12/1/2007 31,287,747.72 35,908.44
23 1/1/2008 31,256,773.66 30,974.06
24 2/1/2008 31,225,642.77 31,130.89
25 3/1/2008 31,184,153.87 41,488.89
26 4/1/2008 31,152,655.28 31,498.59
27 5/1/2008 31,115,908.94 36,746.34
28 6/1/2008 31,084,064.80 31,844.14
29 7/1/2008 31,046,982.37 37,082.44
30 8/1/2008 31,014,789.23 32,193.13
31 9/1/2008 30,982,433.09 32,356.14
32 10/1/2008 30,944,852.66 37,580.43
33 11/1/2008 30,912,142.41 32,710.25
34 12/1/2008 30,874,217.55 37,924.86
35 1/1/2009 30,841,149.65 33,067.90
36 2/1/2009 30,807,914.32 33,235.33
37 3/1/2009 30,759,414.83 48,499.49
38 4/1/2009 30,725,765.64 33,649.18
39 5/1/2009 30,686,927.54 38,838.10
40 6/1/2009 30,652,911.33 34,016.21
41 7/1/2009 30,613,716.24 39,195.09
42 8/1/2009 30,579,329.33 34,386.90
43 9/1/2009 30,544,768.32 34,561.02
44 10/1/2009 30,505,043.32 39,724.99
45 11/1/2009 30,470,106.17 34,937.15

D-1





Period Date Ending Balance ($) Principal ($)
46 12/1/2009 30,430,015.34 40,090.83
47 1/1/2010 30,394,698.29 35,317.04
48 2/1/2010 30,359,202.43 35,495.87
49 3/1/2010 30,308,650.83 50,551.60
50 4/1/2010 30,272,719.27 35,931.55
51 5/1/2010 30,231,661.24 41,058.03
52 6/1/2010 30,195,339.87 36,321.38
53 7/1/2010 30,153,902.68 41,437.19
54 8/1/2010 30,117,187.58 36,715.09
55 9/1/2010 30,080,286.59 36,901.00
56 10/1/2010 30,038,285.64 42,000.95
57 11/1/2010 30,000,985.14 37,300.50
58 12/1/2010 29,958,595.61 42,389.53
59 1/1/2011 29,920,891.61 37,704.00
60 2/1/2011 29,882,996.70 37,894.91
61 3/1/2011 29,830,267.25 52,729.45
62 4/1/2011 29,791,913.48 38,353.77
63 5/1/2011 29,748,499.50 43,413.98
64 6/1/2011 29,709,731.72 38,767.79
65 7/1/2011 29,665,915.05 43,816.67
66 8/1/2011 29,626,729.11 39,185.94
67 9/1/2011 29,587,344.76 39,384.35
68 10/1/2011 29,542,928.40 44,416.37
69 11/1/2011 29,503,119.74 39,808.66
70 12/1/2011 29,458,290.67 44,829.07
71 1/1/2012 29,418,053.46 40,237.21
72 2/1/2012 29,377,612.51 40,440.94
73 3/1/2012 29,327,370.12 50,242.40
74 4/1/2012 29,286,470.01 40,900.10
75 5/1/2012 29,240,579.36 45,890.65
76 6/1/2012 29,199,239.81 41,339.55
77 7/1/2012 29,152,921.73 46,318.08
78 8/1/2012 29,111,138.33 41,783.39
79 9/1/2012 29,069,143.37 41,994.96
80 10/1/2012 29,022,187.82 46,955.55
81 11/1/2012 28,979,742.48 42,445.34
82 12/1/2012 28,932,348.86 47,393.62
83 1/1/2013 28,889,448.63 42,900.23
84 2/1/2013 28,846,331.19 43,117.45
85 3/1/2013 28,788,860.72 57,470.47
86 4/1/2013 28,745,233.96 43,626.76
87 5/1/2013 28,696,691.25 48,542.71
88 6/1/2013 28,652,597.81 44,093.44
89 7/1/2013 28,603,601.19 48,996.63
90 8/1/2013 28,559,036.40 44,564.79
91 9/1/2013 28,514,245.97 44,790.43
92 10/1/2013 28,464,571.42 49,674.55
93 11/1/2013 28,419,302.67 45,268.74
94 12/1/2013 28,369,162.90 50,139.77

D-2





Period Date Ending Balance ($) Principal ($)
95 1/1/2014 28,323,411.08 45,751.83
96 2/1/2014 28,277,427.59 45,983.48
97 3/1/2014 28,217,355.34 60,072.25
98 4/1/2014 28,170,834.86 46,520.48
99 5/1/2014 28,119,477.60 51,357.26
100 6/1/2014 28,072,461.53 47,016.07
101 7/1/2014 28,020,622.24 51,839.29
102 8/1/2014 27,973,105.63 47,516.60
103 9/1/2014 27,925,348.44 47,757.20
104 10/1/2014 27,872,788.29 52,560.15
105 11/1/2014 27,824,523.15 48,265.14
106 12/1/2014 27,771,468.96 53,054.19
107 1/1/2015 27,722,690.81 48,778.15
108 2/1/2015 27,673,665.68 49,025.13
109 3/1/2015 27,610,832.22 62,833.46
110 4/1/2015 27,561,240.71 49,591.51
111 5/1/2015 27,506,896.44 54,344.28
112 6/1/2015 27,456,778.67 50,117.77
113 7/1/2015 27,401,922.53 54,856.14
114 8/1/2015 27,351,273.24 50,649.29
115 9/1/2015 27,300,367.50 50,905.74
116 10/1/2015 27,244,744.95 55,622.55
117 11/1/2015 27,193,299.82 51,445.13
118 12/1/2015 27,137,152.63 56,147.19
119 1/1/2016 27,085,162.73 51,989.91
120 2/1/2016 27,085,162.73

D-3




ANNEX E
CLASS XP REFERENCE RATES

    


Period Schedule
  0
  1 5.833100
%
  2 5.833100
%
  3 5.833200
%
  4 6.028400
%
  5 5.833100
%
  6 6.028400
%
  7 5.833200
%
  8 6.028400
%
  9 6.028500
%
10 5.833200
%
11 6.028400
%
12 5.833100
%
13 6.028400
%
14 5.833100
%
15 5.833100
%
16 6.028300
%
17 5.833000
%
18 6.028300
%
19 5.833000
%
20 6.028200
%
21 6.028200
%
22 5.832900
%
23 6.028100
%
24 5.832800
%
25 5.832700
%
26 5.832700
%
27 5.832800
%
28 6.027900
%
29 5.832600
%
30 6.027800
%
31 5.832500
%
32 6.027700
%
33 6.027600
%
34 5.832300
%
35 6.027500
%
36 5.825800
%
37 5.820000
%
38 5.819900
%
39 5.820100
%
40 6.014600
%
41 5.816300
%
42 6.011000
%
43 5.816200
%
44 6.010900
%
45 6.010800
%
46 5.816000
%
47 6.017300
%
48 5.822200
%
49 5.822200
%
50 5.822100
%
51 5.822600
%
52 6.016900
%
53 5.822000
%
54 6.016900
%
55 5.800900
%
56 5.989100
%
57 5.987800
%
58 5.794500
%
59 5.988900
%
60 5.795000
%
61 5.986700
%
62 5.795000
%
63 5.795100
%
64 5.988900
%
65 5.794900
%
66 5.988800
%
67 5.794800
%
68 5.988700
%
69 5.988700
%
70 5.794700
%
71 5.988600
%
72 5.794600
%
73 5.794500
%
74 5.794500
%
75 5.794800
%
76 5.988300
%
77 5.794300
%
78 5.988200
%
79 5.794200
%
80 5.988100
%
81 5.988100
%
82 5.794100
%
83 5.995400
%
84 5.801100
%
   

E-1




ANNEX F
MORTGAGE LOANS WITH INTEREST DEPOSIT AMOUNTS

The amount of interest that would have accrued on the related Mortgage Rate on the Stated Principal Balance of the following Mortgage Loans as of January 1, 2007 had such Mortgage Loan been originated on December 1, 2006, for the period from and including December 1, 2006 to but excluding January 1, 2007 is set forth below.

The month in which the Interest Deposit Amounts are distributed is not factored into the calculation of original term to maturity as set forth on Annex A to this Prospectus Supplement.


Name Interest Deposit
Amount ($)
Empirian Chesapeake 320,617.50
369 Lexington Avenue 290,883.33
300 7th Street 252,960.00
2 West 46th Street 232,121.11
Westin Portland 196,677.78
Longford Medical Center 176,434.78
North Bronx Portfolio 172,695.83
Heron Cay MHP 152,068.76
1900 Bryant Street 127,392.78
CityPlace II 129,532.64
Hotel Lucia 122,923.61
Hotel Max 110,139.56
BJ’s Wholesale Club - Wallingford 84,174.47
Annunziata Portfolio III 73,134.60
Vero Palm MHP 61,100.16
Designer Outlet Center 53,298.13
Hampton Inn Salt Lake City 48,308.33
Office Max Plaza - Scottsdale B 45,229.69
Lake Lucerne Towers B 44,979.28
5 Enterprise Drive 43,032.13
41-29 46th Street 38,168.75
River Crossing 36,642.00
Annunziata Portfolio I 32,972.55
1 North Central Avenue 31,411.61
Storage Outlet - Gardena 29,243.33
Signature Place 27,180.97
Strand Capital Partners XI 27,397.11
Town Center - Sugarland 23,017.50
Annunziata Portfolio II 16,362.32

F-1




Deutsche Mortgage & Asset Receiving Corporation,
Depositor

Commercial Mortgage Pass-Through Certificates,
(Issuable in Series By Separate Issuing Entities)

Deutsche Mortgage & Asset Receiving Corporation will periodically offer commercial mortgage pass-through certificates in separate series. We will offer the certificates through this prospectus and a separate prospectus supplement for each series. Each series of certificates will represent in the aggregate the entire beneficial ownership interest in a trust fund that we will form. The primary assets of each trust fund will consist of:

•  various types of multifamily or commercial mortgage loans,
•  mortgage participations, pass-through certificates or other mortgaged-backed securities that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or
•  a combination of the assets described above.

The offered certificates will not represent an interest in or an obligation of us, any of our affiliates, Deutsche Bank AG or any of its affiliates. If so specified in the related prospectus supplement, the offered certificates or the assets of the related trust fund may be insured or guaranteed by an entity specified therein. Otherwise, neither the offered certificates nor the assets of the related trust fund will be guaranteed or insured by us or any of our affiliates or by any governmental agency of instrumentality, or any other person.

If specified in the related prospectus supplement, the trust fund for a series of certificates may include credit support effected through subordination of one or more classes of certificates to other classes, cross-support provisions, letters of credit, loan insurance policies, certificate insurance policies, guarantees, surety bonds, reserve funds, credit derivatives or a combination of the foregoing, and may also include guaranteed investment contracts, interest rate exchange agreements, interest rate cap or floor agreements or currency exchange agreements as described in this prospectus.

The certificates of a series will evidence beneficial ownership interests in the trust fund. We may divide the certificates of a series into two or more classes which may have different interest rates and which may receive principal payments in differing proportions and at different times. Structural credit enhancement will generally be provided for the respective classes of offered certificates through the subordination of more junior classes of offered and/or non-offered certificates. Accordingly, your rights as holders of certain classes may be subordinate to the rights of holders of other classes to receive principal and interest.

Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of the offered certificates or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should review the information appearing on page 12 in this prospectus under the caption ‘‘Risk Factors’’ and under the caption ‘‘risk factors’’ in the related prospectus supplement before purchasing any offered certificate.

We may offer the offered certificates of any series through one or more different methods, including offerings through underwriters, as described under ‘‘Method of Distribution’’ in this prospectus and in the related prospectus supplement. There will be no secondary market for the offered certificates of any series prior to the offering thereof. We cannot assure you that a secondary market for any offered certificates will develop or, if it does develop, that it will continue. Unless the related prospectus supplement provides otherwise, the certificates will not be listed on any securities exchange.

The date of this prospectus is October 9, 2006




Important Notice About Information In This Prospectus And
The Accompanying Prospectus Supplement

Information about the certificates being offered to you is contained in two separate documents that progressively provide more detail: (a) this prospectus, which provides general information, some of which may not apply to the series of certificates offered to you; and (b) the accompanying prospectus supplement, which describes the specific terms of the series of certificates offered to you. Investors reviewing this prospectus should also carefully review the information in the related prospectus supplement in order to determine the specific terms of each offering.

Further, you should rely only on the information contained in this prospectus and the accompanying prospectus supplement. We have not authorized anyone to provide you with information 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.

Incorporation of Certain Information By Reference and Available Information

With respect to any series of certificates by this prospectus, there are incorporated herein by reference all documents and reports (other than Annual Reports on Form 10-K) filed by or on behalf of Deutsche Mortgage & Asset Corporation with respect to the related trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that relate specifically to such series of certificates. Deutsche Mortgage & Asset Receiving Corporation will provide without charge to any beneficial owner to whom this prospectus is delivered in connection with the offering of one or more classes of offered certificates, upon written or oral request of such person, a copy of any or all documents or reports incorporated herein by reference, in each case to the extent such documents or reports relate to one or more of such classes of such offered certificates, other than the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for this information should be directed in writing to the Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention: Secretary, or by telephone at (212) 250-2500.

Deutsche Mortgage & Asset Receiving Corporation has filed with the Securities and Exchange Commission a registration statement (of which this prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus and the prospectus supplement relating to each series of offered certificates contain summaries of the material terms of the documents referred to in this prospectus and such prospectus supplement, but do not contain all of the information set forth in the registration statement pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, Deutsche Mortgage & Asset Receiving Corporation will file or cause to be filed with the Securities and Exchange Commission such periodic reports with respect to each trust fund as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

You can read and copy any document filed by Deutsche Mortgage Asset & Receiving Corporation at prescribed rates at the Securities and Exchange Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of such material can also be obtained electronically through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system at the Securities and Exchange Commission’s Web site (http://www.sec.gov).

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TABLE OF CONTENTS


SUMMARY OF PROSPECTUS 1
RISK FACTORS 12
The Lack of Liquidity May Make it Difficult for You to Resell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates 12
The Trust Fund’s Assets May Be Insufficient To Allow For Payment In Full On Your Certificates 12
Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses 13
Prepayments May Reduce The Average Life of Your Certificates 13
Prepayments May Reduce the Yield on Your Certificates 15
Ratings Do Not Guaranty Payment 15
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in Each Trust Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts 15
Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates 16
Some Certificates May Not Be Appropriate for ERISA Plans 21
Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences 21
Certain Federal Tax Considerations Regarding Original Issue Discount 22
Bankruptcy Proceedings Entail Certain Risks 22
Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment 22
Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool 23
Termination of the Trust Fund Could Affect the Yield on Your Offered Certificates 23
THE SPONSOR 23
General 23
GACC’s Securitization Program 24
GACC’s Underwriting Standards 25
Servicing 27
OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS 27
THE DEPOSITOR 27
DESCRIPTION OF THE TRUST FUNDS 27
General 27
Mortgage Loans 28
MBS 33
Certificate Accounts 35
Credit Support 35
Cash Flow Agreements 35
YIELD AND MATURITY CONSIDERATIONS 37
General 37
Pass-Through Rate 37
Payment Delays 37
Certain Shortfalls in Collections of Interest 37
Yield and Prepayment Considerations 38
Weighted Average Life and Maturity 39
Other Factors Affecting Yield, Weighted Average Life and Maturity 40

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DESCRIPTION OF THE CERTIFICATES 42
General 42
Distributions 43
Distributions of Interest on the Certificates 44
Distributions of Principal of the Certificates 45
Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations 46
Allocation of Losses and Shortfalls 46
Advances 46
Reports to Certificateholders 47
Voting Rights 49
Termination 49
Book-Entry Registration and Definitive Certificates 49
DESCRIPTION OF THE POOLING AGREEMENTS 52
General 52
Assignment of Mortgage Loans; Repurchases 52
Representations and Warranties; Repurchases 54
Collection and Other Servicing Procedures 55
Primary Servicers and Sub-Servicers 57
Certificate Account 57
Modifications, Waivers and Amendments of Mortgage Loans 60
Realization upon Defaulted Mortgage Loans 60
Hazard Insurance Policies 62
Due-on-Sale and Due-on-Encumbrance Provisions 63
Servicing Compensation and Payment of Expenses 63
Evidence as to Compliance 64
Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor 64
Events of Default 66
Rights upon Event of Default 66
Amendment 67
List of Certificateholders 68
The Trustee 68
Duties of the Trustee 69
Certain Matters Regarding the Trustee 69
Resignation and Removal of the Trustee 69
Additional Parties to the Agreements 69
DESCRIPTION OF CREDIT SUPPORT 71
General 71
Subordinate Certificates 71
Cross-Support Provisions 72
Letter of Credit 72
Insurance or Guarantees with Respect to Mortgage Loans 72
Certificate Insurance and Surety Bonds 72
Reserve Funds 72
Credit Support with Respect to MBS 73
Credit Derivatives 73

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CASH FLOW AND DERIVATIVES AGREEMENTS 73
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS 74
General 74
Types of Mortgage Instruments 74
Leases and Rents 74
Personalty 75
Foreclosure 75
Bankruptcy Laws 79
Environmental Considerations 81
Due-on-Sale and Due-on-Encumbrance Provisions 83
Junior Liens; Rights of Holders of Senior Liens 84
Subordinate Financing 84
Default Interest and Limitations on Prepayments 84
Applicability of Usury Laws 84
Certain Laws and Regulations 85
Americans with Disabilities Act 85
Servicemembers Civil Relief Act 85
Forfeitures in Drug and RICO Proceedings 86
CERTAIN FEDERAL INCOME TAX CONSEQUENCES 87
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES 87
General 87
Status of REMIC Certificates 88
Qualification as a REMIC 88
Taxation of Regular Certificates 90
General 90
Original Issue Discount 90
Acquisition Premium 93
Variable Rate Regular Certificates 93
Deferred Interest 93
Market Discount 94
Premium 95
Election to Treat All Interest Under the Constant Yield Method 95
Sale or Exchange of Regular Certificates 95
Treatment of Losses 96
Taxation of Residual Certificates 97
Taxation of REMIC Income 97
Basis and Losses 98
Treatment of Certain Items of REMIC Income and Expense 99
Limitations on Offset or Exemption of REMIC Income 100
Tax-Related Restrictions on Transfer of Residual Certificates 100
Sale or Exchange of a Residual Certificate 104
Mark to Market Regulations 105
Taxes that May be Imposed on the REMIC Pool 105
Prohibited Transactions 105
Contributions to the REMIC Pool After the Startup Day 105
Net Income from Foreclosure Property 105
Liquidation of the REMIC Pool 106

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Administrative Matters 106
Limitations on Deduction of Certain Expenses 106
Taxation of Certain Foreign Investors 107
Regular Certificates 107
Residual Certificates 108
Backup Withholding 108
Reporting Requirements 109
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION IS MADE 110
Standard Certificates 110
General 110
Tax Status 110
Premium and Discount 111
Recharacterization of Servicing Fees 112
Sale or Exchange of Standard Certificates 112
Stripped Certificates 113
General 113
Status of Stripped Certificates 114
Taxation of Stripped Certificates 114
Reporting Requirements and Backup Withholding 116
Taxation of Certain Foreign Investors 117
STATE, LOCAL AND OTHER TAX CONSEQUENCES 117
CERTAIN ERISA CONSIDERATIONS 117
General 117
Plan Asset Regulations 118
Prohibited Transaction Exemptions 119
Tax Exempt Investors 122
LEGAL INVESTMENT 122
USE OF PROCEEDS 124
METHOD OF DISTRIBUTION 125
LEGAL MATTERS 126
FINANCIAL INFORMATION 126
RATING 126
INDEX OF DEFINED TERMS 127

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 SUMMARY OF PROSPECTUS 

This summary highlights 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 an offering of certificates, read this entire document and the accompanying prospectus supplement carefully.

Securities Offered Mortgage pass-through certificates, issuable in series. Each series of certificates will represent beneficial ownership in a trust fund. Each trust fund will own a segregated pool of certain mortgage assets, described below under ‘‘— The Mortgage Assets.’’

Relevant Parties

Who We Are Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. See ‘‘The Depositor.’’ Our principal offices are located at 60 Wall Street, New York, New York 10005. Our telephone number is (212) 250-2500.
Issuing Entity The issuing entity with respect to each series will be a New York common law trust formed by the depositor and containing the assets described in this prospectus and specified in the related prospectus supplement.
Trustee The trustee for each series of certificates will be named in the related prospectus supplement. See ‘‘Description of the Pooling Agreements — The Trustee.’’
Master Servicer If a trust fund includes mortgage loans, then each master servicer, for the corresponding series of certificates will be named in the related prospectus supplement. Certain of the duties of the master servicer may be performed by one or more primary servicers or sub-servicers. See ‘‘Description of the Pooling Agreements — Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.’’
Special Servicer If a trust fund includes mortgage loans, then each special servicer for the corresponding series of certificates will be named, or the circumstances under which a special servicer may be appointed will be described, in the related prospectus supplement. See ‘‘Description of the Pooling Agreements — Collection and Other Servicing Procedures.’’
MBS Administrator If a trust fund includes mortgage-backed securities, then the entity responsible for administering such mortgage-backed securities will be named in the related prospectus supplement.

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REMIC Administrator The person responsible for the various tax-related administration duties for a series of certificates as to which one or more REMIC elections have been made, will be named in the related prospectus supplement. See ‘‘Description of the Pooling Agreements — Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor.’’
Other Parties If so specified in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other specified duties with respect to the certificates, (ii) a certificate registrar, which will maintain the register of certificates and perform certain duties with respect to certificate transfer, (iii) an authenticating agent, which will countersign the certificates on behalf of the trustee and/or (iv) a fiscal agent, which will be required to make advances if the trustee fails to do so when required.
Sponsors The sponsor or sponsors for each series of certificates will be named in the related prospectus supplement. The sponsor or sponsors will initiate the issuance of a series of certificates and will sell mortgage loans to the depositor. If specified in the related prospectus supplement, the sponsor or co-sponsor may be German American Capital Corporation, an affiliate of the depositor.
Sellers The seller or sellers of the mortgage loans or other assets will be named in the related prospectus supplement. A seller may be an affiliate of Deutsch Mortgage & Asset Receiving Corporation, the depositor. The depositor will purchase the mortgage loans or other assets from the seller or sellers, on or before the issuance of the related series of certificates.
Originators If the mortgage loans or other assets have been originated by an entity other than the related sponsor or loan seller, the prospectus supplement will identify the related originator and set forth certain information with respect thereto.

Information About The Mortgage Pool

The Mortgage Assets The mortgage assets will be the primary assets of any trust fund. The mortgage assets with respect to each series of certificates will, in general, consist:
various types of multifamily or commercial mortgage loans,

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mortgage participations, pass-through certificates or other mortgaged-backed securities that evidence interests in one or more of various types of multifamily or commercial mortgage loans, or
a combination of the assets described above.
The mortgage loans will not be guaranteed or insured by us or any of our affiliates or, unless the related prospectus supplement specifies otherwise, by any governmental agency or instrumentality or by any other person. If the related prospectus supplement so provides, some mortgage loans may be delinquent as of the date the related trust fund is formed.
If the related prospectus supplement so provides, a mortgage loan:
may provide for no accrual of interest or for accrual of interest at an interest rate that is fixed over its term, that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed interest rate, or from a fixed to an adjustable rate,
may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization,
may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date,
may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments, and
may provide for payments of principal, interest or both, on regular due dates or at such other interval as is specified in the related prospectus supplement.
Each mortgage loan will have had an original term to maturity of not more than 40 years. We will not originate any mortgage loans. See ‘‘Description of the Trust Funds — Mortgage Loans.’’
If any mortgage loan, or group of related mortgage loans, constitutes a concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related Prospectus Supplement. See ‘‘Description of the Trust Funds — Mortgage Loans — Mortgage Loan Information in Prospectus Supplements.’’

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If the related prospectus supplement so specifies, the mortgage assets with respect to a series of certificates may also include, or consist of, mortgage participations, mortgage pass-through certificates and/or other mortgage-backed securities, that evidence an interest in, or are secured by a pledge of, one or more mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus and which may or may not be issued, insured or guaranteed by the United States or an agency or instrumentality thereof. See ‘‘Description of the Trust Funds — MBS.’’

Information About The Certificates

The Certificates Each series of certificates will be issued in one or more classes pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement and will represent in the aggregate the entire beneficial ownership interest in the related trust fund.
The certificates of each series may consist of one or more classes of certificates that, among other things:
are senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates;
are entitled to distributions of principal with disproportionate, nominal or no distributions of interest;
are entitled to distributions of interest, with disproportionate nominal or no distributions of principals;
provide for distributions of interest or principal that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series;
provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;
provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology;
provide for distributions based solely or primarily on specified mortgage assets or a specified group of mortgage assets; or

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provide for distribution based on collections on the mortgage assets in the related trust fund attributable to prepayment premiums, yield maintenance payments or equity participations.
If so specified in the related prospectus supplement, a series of certificates may include one or more ‘‘controlled amortization classes,’’ which will entitle the holders thereof to receive principal distributions according to a specified principal payment schedule. See ‘‘Risk Factors — Prepayments May Reduce the Average Life of Your Certificates’’ and ‘‘— Prepayments May Reduce the Yield on Your Certificates.’’
If the related prospectus supplement so provides, a class of 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.
The certificates will not be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person or entity, unless the related prospectus supplement specifies otherwise. See ‘‘Risk Factors — Limited Assets.’’
Distributions of Interest on the
    Certificates
Each class of certificates, other than certain classes of principal-only certificates and certain classes of residual certificates, will accrue interest on its certificate balance or, in the case of certain classes of interest-only certificates, on a notional amount, based on a fixed, variable or adjustable interest rate. The related prospectus supplement will specify the certificate balance, notional amount and/or pass-through rate (or, in the case of a variable or adjustable pass-through rate, the method for determining such rate), as applicable, for each class of offered certificates.
Distributions of interest with respect to one or more classes of certificates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates, and interest accrued with respect to a class of such certificates prior to the occurrence of such an event will either be added to the certificate balance thereof or otherwise deferred as described in the related prospectus supplement. Distributions of interest with respect to one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and in the related prospectus supplement. See ‘‘Risk Factors — Prepayments May Reduce the Average Life of Your Certificates’’ and ‘‘— Prepayments May Reduce the Yield on Your Certificates,’’

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‘‘Yield and Maturity Considerations — Certain Shortfalls in Collections of Interest’’ and ‘‘Description of the Certificates — Distributions of Interest on the Certificates.’’
Distributions of Principal of the
    Certificates
Each class of certificates of each series (other than certain classes of interest-only certificates and certain classes of residual certificates) will have a certificate balance. The certificate balance of a class of certificates outstanding from time to time will represent the maximum amount that you are then entitled to receive in respect of principal from future cash flow on the assets in the related trust fund. As described in each prospectus supplement, distributions of principal with respect to the related series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series until the certificate balances of such certificates have been reduced to zero.
As described in each prospectus supplement, distributions of principal with respect to one or more classes of certificates:
may be made at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;
may not commence until the occurrence of certain events, such as the retirement of one or more other classes or certificates of the same series; or
may be made, subject to certain limitations, based on a specified principal payment schedule.
Unless the related prospectus supplement provides otherwise, distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of such class. See ‘‘Description of the Certificates — Distributions of Principal of the Certificates.’’
Credit Support and Cash
    Flow Agreements
Partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of the related series in the form of subordination of one or more other classes of certificates of such series or by one or more other types of credit support, which may include:

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a letter of credit,
a loan insurance policy,
a certificate insurance policy
a guarantee,
cross-support provisions,
a surety bond,
a reserve fund,
a credit derivative, or
a combination of the items described above.
In addition, a trust fund may include:
guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate; or
interest rate exchange agreements, interest rate cap or floor agreements, or other agreements designed to reduce the effects of interest rate fluctuations on the mortgage assets or on one or more classes of certificates or to alter the payment characteristics of the cash flows from a trust fund.
The related prospectus supplement for a series of offered certificates will provide certain relevant information regarding any applicable credit support or cash flow agreement. See ‘‘Risk Factors — Any Credit Support For Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses,’’ ‘‘Description of the Trust Funds — Credit Support’’ and ‘‘— Cash Flow Agreements’’ and ‘‘Description of Credit Support.’’
Advances If the related prospectus supplement so provides, the master servicer, the special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to make, or have the option of making, certain advances with respect to delinquent scheduled payments of principal and/or interest on mortgage loans included in the related trust fund or for property protection expenses. Any such advances made with respect to a particular mortgage loan will be reimbursable from subsequent recoveries in respect of such mortgage loan and otherwise to the extent described in this prospectus and in the related prospectus supplement. See ‘‘Description of the Certificates — Advances.’’ Any entity making advances may be entitled to receive interest on such advances, which will be payable from amounts in the related trust fund. See ‘‘Description of the Certificates — Advances.’’

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If a trust fund includes mortgage participations, pass-through certificates or mortgage-backed securities, the related prospectus supplement will describe any comparable advancing obligation of a party to the related pooling and servicing agreement, or of a party to the related indenture or similar agreement.
Optional Termination If the related prospectus supplement so provides, a series of certificates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties specified in the related prospectus supplement, under the circumstances and in the manner set forth in the related prospectus supplement. If the related prospectus supplement so provides, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party specified in such prospectus supplement may be authorized or required to solicit bids for the purchase of all of the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. If any class of certificates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certificates will include the word ‘‘callable.’’ See ‘‘Description of the Certificates — Termination’’ in this prospectus.
Repurchases and Substitutions of
    Mortgage Assets; Acquisition of
    Additional Mortgage Assets
If and to the extent described in the related prospectus supplement, Deutsch Mortgage & Asset Receiving Corporation, a mortgage asset seller or another specified person or entity may make or assign to or for the benefit of one of our trusts various representations and warranties, or may be obligated to deliver to one of our trusts various documents, in either case relating to some or all of the mortgage assets transferred to that trust. A material breach of one of those representations and warranties or a failure to deliver a material document may, under the circumstances described in the related prospectus supplement, give rise to an obligation to repurchase the affected mortgage asset(s) out of the subject trust or to replace the affected mortgage asset(s) with other mortgage asset(s) that satisfy the criteria specified in the related prospectus supplement or to reimburse the related trust fund for any related losses. See ‘‘Description of the Pooling Agreements — Assignment of Mortgage Loans — Repurchases’’ and

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‘‘— Representations and Warranties — Repurchases’’ herein.
In addition, if so specified in the related prospectus supplement, if a mortgage loan backing a series of certificates defaults, it may be subject to a fair value purchase option or other purchase option under the related pooling and servicing agreement or another agreement, or may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so specified in the related prospectus supplement, a special servicer or other specified party for a trust fund may be obligated to sell a mortgage asset that is in default. See ‘‘Description of the Pooling Agreements — Realization Upon Defaulted Mortgage Loans’’ herein.
In general, the initial total principal balance of the mortgage assets in a trust will equal or exceed the initial total principal balance of the related certificates. If the initial total principal balance of the related mortgage assets is less than the initial total principal balance of any series, we may arrange an interim deposit of cash or liquid investments with the trustee to cover the shortfall. For the period specified in the related prospectus supplement, following the initial issuance of that series, we will be entitled to obtain a release of the deposited cash or investments in exchange for the deposit of a corresponding amount of mortgage assets. If we fail to deliver mortgage assets sufficient to make up the entire shortfall within that specified period, any of the cash or investments remaining on deposit with the related trustee will be used to pay down the principal balance of the related certificates, as described 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 assets that conform to the description of mortgage assets in this prospectus, and satisfy the criteria set forth in the related prospectus supplement.
If the subject securitization transaction involves a prefunding or revolving period, then we will indicate in the related prospectus supplement, among other things, (i) the term or duration of the prefunding or revolving period and for prefunding periods, the amount of proceeds to be deposited in the prefunding account and the percentage of the mortgage asset pool represented by those proceeds, (ii) for revolving periods, the maximum amount of additional assets that may be

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acquired during the revolving period, if applicable, and the percentage of the mortgage asset pool represented by those assets and (iii) any limitation on the ability to add pool assets.
One or More Trust Assets May
    Also Back Additional Certificates
One or more trust assets backing any series of certificates may also back another series of certificates or may also back subsequently issued classes of certificates of the same series. If so, we will provide information regarding the additional securities that is material to an understanding of their effect on the subject offered certificates.
Registration of Book-Entry
    Certificates
If the related prospectus supplement so provides, one or more classes of the offered certificates will be offered in book-entry form through the facilities of the Depository Trust Company. Each class of book-entry certificates will be initially represented by one or more global certificates registered in the name of a nominee of the Depository Trust Company. No person acquiring an interest in a class of book-entry certificates will be entitled to receive definitive certificates of that class in fully registered form, except under the limited circumstances described in this prospectus. See ‘‘Risk Factors — Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment’’ and ‘‘Description of the Certificates — Book-Entry Registration and Definitive Certificates.’’
Certain Federal Income Tax
    Consequences
The Certificates of each series will constitute or evidence ownership of either:
‘‘regular-interests’’ and ‘‘residual interests’’ in a trust fund, or a designated portion thereof, treated as ‘‘real estate mortgage investment conduit’’ under Sections 860A through 860G of the Internal Revenue Code of 1986, or
interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986.
You should consult your tax advisor concerning the specific tax consequences to you of the purchase, ownership and disposition of the offered certificates and you should review ‘‘Certain Federal Income Tax Consequences’’ in this prospectus and in the related prospectus supplement.
ERISA Considerations If you are a fiduciary of any employee benefit plan or certain other retirement plans and arrangements,

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including individual retirement accounts, annuities, Keogh plans, and collective investment funds and separate accounts in which such plans, accounts, annuities or arrangements are invested, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, 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 the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986. See ‘‘Certain ERISA Considerations’’ in this prospectus and ‘‘ERISA Considerations’’ in the related prospectus supplement.
Legal Investment Your offered certificates will constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, only if the related prospectus supplement so provides. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you may be subject to restrictions on investment in the Offered Certificates and should consult your legal advisor to determine the suitability and consequences of the purchase, ownership, and sale of the offered certificates. See ‘‘Legal Investment’’ in this prospectus and in the related prospectus supplement.
Rating At their respective dates of issuance, each class of offered certificates will be rated not lower than investment grade by one or more nationally recognized statistical rating agencies. See ‘‘Rating’’ in this prospectus and in the related prospectus supplement.

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 RISK FACTORS 

In considering an investment in the offered certificates of any series, you should consider, among other things, the following risk factors and any other risk factors set forth under the heading ‘‘Risk Factors’’ in the related prospectus supplement. In general, to the extent that the factors discussed below pertain to or are influenced by the characteristics or behavior of mortgage loans included in a particular trust fund, they would similarly pertain to and be influenced by the characteristics or behavior of the mortgage loans underlying any mortgage-backed securities included in such trust fund.

The Lack of Liquidity May Make it Difficult for You to Resell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates

Your offered certificates may have limited or no liquidity. Accordingly, you may be forced to bear the risk of your investment in your offered certificates for an indefinite period of time. Lack of liquidity could result in a substantial decrease in the market value of your offered certificates. Furthermore, except to the extent described in this prospectus and in the related prospectus supplement, you will have no redemption rights, and your offered certificates are subject to early retirement only under certain specified circumstances described in this prospectus and in the related prospectus supplement. See ‘‘Description of the Certificates — Termination.’’

The Lack of a Secondary Market May Make it Difficult for You to Resell Your Offered Certificates.    We cannot assure you that a secondary market for your offered certificates will develop. Even if a secondary market does develop, it may not provide you with liquidity of investment and it may not continue for as long as your certificates remain outstanding. The prospectus supplement may indicate that an underwriter intends to establish a secondary market in your offered certificates. However, no underwriter will be obligated to do so. Unless the related prospectus supplement provides otherwise, the certificates will not be listed on any securities exchange.

The Limited Nature of Ongoing Information May Make it Difficult for You to Resell Your Offered Certificates.    The primary source of ongoing information regarding your offered certificates, including information regarding the status of the related assets of the trust fund, will be the periodic reports delivered to you as described in this prospectus under the heading ‘‘Description of the Certificates — Reports to Certificateholders.’’ We cannot assure you that any additional ongoing information regarding your offered certificates will be available through any other source. The limited nature of this information may adversely affect the liquidity of your offered certificates.

The Market Value of Your Offered Certificates May Be Adversely Affected by Fluctuations in Prevailing Interest Rates.    Even if a secondary market does develop for your offered certificates, the market value of your certificates will be affected by several factors, including:

•  the perceived liquidity of your offered certificates, anticipated cash flow of your offered certificates (which may vary widely depending upon the prepayment and default assumptions applied in respect of the underlying mortgage loans) and
•  prevailing interest rates.

The price payable at any given time in respect of your offered certificates may be extremely sensitive to small fluctuations in prevailing interest rates. Accordingly, if you decide to sell your offered certificates in any secondary market that may develop, you may have to sell them at a discount from the price you paid. We are not aware of any source through which price information about your offered certificates will be generally available on an ongoing basis.

The Trust Fund’s Assets May Be Insufficient To Allow For Payment In Full On Your Certificates

Unless the related prospectus supplement specifies otherwise, neither your offered certificates nor the mortgage assets will be guaranteed or insured by us or any of our affiliates, by any

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governmental agency or instrumentality or by any other person or entity. In addition, your offered certificate will not represent a claim against or security interest in the trust fund for any other series. Accordingly, if the related trust fund has insufficient assets to make payments on your offered certificates, no other assets will be available for payment of the deficiency, and you will be required to bear the consequent loss. Furthermore, certain amounts on deposit from time to time in certain funds or accounts constituting part of a trust fund, including the certificate account and any accounts maintained as credit support, may be withdrawn under certain conditions for purposes other than the payment of principal of or interest on your certificates. If the related series of certificates includes one or more classes of subordinate certificates, on any distribution date in respect of which losses or shortfalls in collections on the mortgage assets have been incurred, all or a portion of the amount of such losses or shortfalls will be borne first by one or more classes of the subordinate certificates, and, thereafter, by the remaining classes of certificates in the priority and manner and subject to the limitations specified in such prospectus supplement.

Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses

Credit Support May Not Cover All Types of Losses.    Use of credit support will be subject to the conditions and limitations described in this prospectus and in the related prospectus supplement. Moreover, such credit support may not cover all potential losses or risks. For example, credit support may or may not cover loss by reason of fraud or negligence by a mortgage loan originator or other parties. Any losses not covered by credit support may, at least in part, be allocated to one or more classes of your offered certificates.

Disproportionate Benefits May Be Given to Certain Classes and Series.    A series of certificates may include one or more classes of senior and subordinate certificates. Although subordination is intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of senior certificates, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of offered certificates of a series are made in a specified order of priority, any related credit support may be exhausted before the principal of the later-paid classes of offered certificates of such series has been repaid in full. As a result, the impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon such later-paid classes of subordinate certificates. Moreover, if a form of credit support covers the offered certificates of more than one series and losses on the related mortgage assets exceed the amount of such credit support, it is possible that the holders of offered certificates of one (or more) such series will be disproportionately benefited by such credit support to the detriment of the holders of offered certificates of one (or more) other such series.

The Amount of Credit Support Will Be Limited.    The amount of any applicable credit support supporting one or more classes of offered certificates, including the subordination of one or more other classes of certificates, will be determined on the basis of criteria established by each rating agency rating such classes of certificates based on an assumed level of defaults, delinquencies and losses on the underlying mortgage assets and certain other factors. However, we can not assure you that the loss experienced on the related mortgage assets will not exceed such assumed levels. See ‘‘Description of the Certificates — Allocation of Losses and Shortfalls’’ and ‘‘Description of Credit Support.’’ If the losses on the related mortgage assets do exceed such assumed levels, you may be required to bear such additional losses.

Prepayments May Reduce The Average Life of Your Certificates

As a result of prepayments on the mortgage loans, the amount and timing of distributions of principal and/or interest on your offered certificates may be highly unpredictable. Prepayments on the mortgage loans will result in a faster rate of principal payments on one or more classes of certificates than if payments on such mortgage loans were made as scheduled. Thus, the

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prepayment experience on the mortgage loans may affect the average life of one or more classes of your offered certificates. The rate of principal payments on pools of mortgage loans varies among pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax and legal factors. For example, if prevailing interest rates fall significantly below the interest rates borne by the mortgage loans, then principal prepayments on such mortgage loans are likely to be higher than if prevailing interest rates remain at or above the rates borne by those mortgage loans. Conversely, if prevailing interest rates rise significantly above the mortgage rates borne by the mortgage loans, then principal prepayments on such mortgage loans are likely to be lower than if prevailing interest rates remain at or below the mortgage rates borne by those mortgage loans. We cannot assure you as to the actual rate of prepayment on the mortgage loans or that such rate of prepayment will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans, the retirement of any class of your certificates could occur significantly earlier or later, and the average life thereof could be significantly shorter or longer, than expected.

The extent to which prepayments on the mortgage loans ultimately affect the average life of any class of your offered certificates will depend on the terms and provisions of your offered certificates. Your offered certificates may provide that your offered certificates are entitled:

•  to a pro rata share of the prepayments on the mortgage loans that are distributable on such date,
•  to a disproportionately large share of such prepayments, or
•  to a disproportionately small share of such prepayments.

If your certificates entitle you to a disproportionately large share of the prepayments on the mortgage loans, then there is an increased likelihood that your certificates will be retired at an earlier date. If your certificates entitle you to a disproportionately small share of the prepayments on the mortgage loans, then there is an increased likelihood that the average life of your certificates will be extended. As described in the related prospectus supplement, your entitlement to receive payments (and, in particular, prepayments) of principal of the mortgage loans may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of certificates of such series) or may be subject to certain contingencies (e.g., prepayment and default rates with respect to such mortgage loans).

A series of certificates may include one or more controlled amortization classes, which will entitle the holders thereof to receive principal distributions according to a specified principal payment schedule. Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the specific principal payment schedule for such certificates. Prepayment risk with respect to a given mortgage asset pool does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certificates. In general, and as more specifically described in the related prospectus supplement, a companion class may entitle the holders thereof to a disproportionately large share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively fast, and/or may entitle the holders thereof to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow. As and to the extent described in the related prospectus supplement, a companion class absorbs some (but not all) of the risk of early retirement and/or the risk of extension that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

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Prepayments May Reduce the Yield on Your Certificates

Your offered certificates may be offered at a premium or discount. Yields on such classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans and, where the amount of interest payable with respect to a class is disproportionately large, as compared to the amount of principal, a holder might fail to recover its original investment. If you purchase your offered certificate at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield 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 could result in an actual yield that is lower than your anticipated yield. See ‘‘Yield and Maturity Considerations.’’

Ratings Do Not Guaranty Payment

Any rating assigned by a rating agency to a class of your offered certificates will reflect only its assessment of the likelihood that you will receive payments to which you are entitled. Such rating will not constitute an assessment of the likelihood that principal prepayments on the related mortgage loans will be made, the degree to which the rate of such prepayments might differ from that originally anticipated or the likelihood of early optional termination of the related trust fund.

The amount, type and nature of credit support, if any, provided with respect to your certificates will be determined on the basis of criteria established by each rating agency rating your certificates. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. However, we cannot assure you that the historical data supporting any such actuarial analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of mortgage loans.

In other cases, such criteria may be based upon determinations of the values of the mortgaged properties that provide security for the mortgage loans. However, we cannot assure you that those values will not decline in the future. As a result, the credit support required in respect of your offered certificates may be insufficient to fully protect you from losses on the related mortgage asset pool. See ‘‘Description of Credit Support’’ and ‘‘Rating.’’

The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in Each Trust Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related mortgage loan. Each income-producing real property represents a separate and distinct business venture; and, as a result, each of the multifamily and commercial mortgage loans included in one of the depositor’s trusts requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of mortgage loans underlying any other series of offered certificates.

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As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as ‘‘static pool data’’). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the properties and terms of the loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor. Therefore, investors should evaluate this offering on the basis of the information set forth in the related prospectus supplement with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates

Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance of the Related Mortgaged Property, of Which We Make No Assurance.    Mortgage loans made on the security of multifamily or commercial property may have a greater likelihood of delinquency and foreclosure, and a greater likelihood of loss in the event thereof, than loans made on the security of an owner-occupied single-family property. See ‘‘Description of the Trust Funds — Mortgage Loans — Default and Loss Considerations with Respect to the Mortgage Loans’’ Commercial and multifamily lending typically involved larger loans to single borrowers or groups of related borrowers than single-family loans. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced (for example, if rental or occupancy rates decline or real estate tax rates or other operating expenses increase), the borrower’s ability to repay the loan may be impaired.

Commercial and multifamily real estate can be affected significantly by the supply and demand in the market for the type of property securing the loan and, therefore, may be subject to adverse economic conditions. Market values may vary as a result of economic events or governmental regulations outside the control of the borrower or lender that impact the cash flow of the property. For example, some laws, such as the Americans with Disabilities Act, may require modifications to properties, and rent control laws may limit rent collections in the case of multifamily properties.

A number of the mortgage loans may be secured by liens on owner-occupied mortgaged properties or on mortgaged properties leased to a single tenant or a small number of significant tenants. Accordingly, a decline in the financial condition of the borrower or a significant tenant, as applicable, may have a disproportionately greater effect on the net operating income from such mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants.

Furthermore, the value of any mortgaged property may be adversely affected by risks generally incident to interests in real property, including:

•  changes in general or local economic conditions and/or specific industry segments;
•  declines in real estate values;
•  declines in rental or occupancy rates;
•  increases in interest rates, real estate tax rates and other operating expenses;
•  changes in governmental rules, regulations and fiscal policies, including environmental legislation;

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•  natural disasters and civil disturbances such as earthquakes, hurricanes, floods, eruptions, riots or other acts of God; and
•  other circumstances, conditions or events beyond the control of a master servicer or a special servicer.

Additional considerations may be presented by the type and use of a particular mortgaged property. For instance,

•  Mortgaged properties that operate as hospitals and nursing homes are subject to significant governmental regulation of the ownership, operation, maintenance and financing of health care institutions.
•  Hotel and motel properties are often operated pursuant to franchise, management or operating agreements that may be terminable by the franchisor or operator, and the transferability of a hotel’s operating, liquor and other licenses upon a transfer of the hotel, whether through purchase or foreclosure, is subject to local law requirements.
•  The ability of a borrower to repay a mortgage loan secured by shares allocable to one or more cooperative dwelling units may depend on the ability of the dwelling units to generate sufficient rental income, which may be subject to rent control or stabilization laws, to cover both debt service on the loan as well as maintenance charges to the cooperative. Further, a mortgage loan secured by cooperative shares is subordinate to the mortgage, if any, on the cooperative apartment building.

Mortgages on mortgaged properties which are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association.

Mortgaged properties which are multifamily properties of cooperatively owned multifamily properties may be subject to rent control laws, which could impact the future cash flows of those properties.

Other multifamily properties, hotels, retail properties, office buildings, manufactured housing properties, nursing homes and self-storage facilities located in the areas of the mortgaged properties compete with the mortgaged properties to attract residents and customers. The leasing of real estate is highly competitive. The principal means of competition are price, location and the nature and condition of the facility to be leased. A borrower under a mortgage loan competes with all lessors and developers of comparable types of real estate in the area in which the mortgaged property is located. Those lessors or developers could have lower rentals, lower operating costs, more favorable locations or better facilities. While a borrower under a mortgage loan may renovate, refurbish or expand the mortgaged property to maintain it and remain competitive, that renovation, refurbishment or expansion may itself entail significant risk. Increased competition could adversely affect income from and market value of the mortgaged properties. In addition, the business conducted at each mortgaged property may face competition from other industries and industry segments. Moreover, 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.

In addition, the concentration of default, foreclosure and loss risks in individual mortgage loans in a particular trust fund will generally be greater than for pools of single-family loans because the mortgage loans in a trust fund will generally consist of a smaller number of higher balance loans than would a pool of single-family loans of comparable aggregate unpaid principal balance.

The Mortgage Loans May Be Nonrecourse Loans Or Loans With Limited Recourse.    Some or all of the mortgage loans will be nonrecourse loans or loans for which recourse may be restricted or unenforceable. As to any such mortgage loan, recourse in the event of borrower default will be limited to the specific real property and other assets, if any, that were pledged to secure the mortgage loan. However, even with respect to those mortgage loans that provide for recourse

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against the borrower and its assets generally, we cannot assure you that enforcement of such recourse provisions will be practicable, or that the assets of the borrower will be sufficient to permit a recovery in respect of a defaulted mortgage loan in excess of the liquidation value of the related mortgaged property. See ‘‘Certain Legal Aspects of Mortgage Loans — Foreclosure — Anti-Deficiency Legislation.’’

Cross-Collateralization Arrangements May Be Challenged as Unenforceable.    The mortgage asset pool may include groups of mortgage loans which are cross-collateralized and cross-defaulted. These arrangements are designed primarily to ensure that all of the collateral pledged to secure the respective mortgage loans in a cross-collateralized group, and the cash flows generated by such mortgage loans, are available to support debt service on, and ultimate repayment of, the aggregate indebtedness evidenced by such mortgage loans. These arrangements thus seek to reduce the risk that the inability of one or more of the mortgaged properties securing any such group of mortgage loans to generate net operating income sufficient to pay debt service will result in defaults and ultimate losses.

There may not be complete identity of ownership of the mortgaged properties securing a group of cross-collateralized mortgage loans. In such an instance, creditors of one or more of the related borrowers could challenge the cross-collateralization arrangement as a fraudulent conveyance. Generally, under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and

•  was insolvent or was rendered insolvent by such obligation or transfer,
•  was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person was an unreasonably small capital or
•  intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured.

Accordingly, a lien granted by a borrower to secure repayment of another borrower’s mortgage loan could be avoided if a court were to determine that

•  such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, or was left with inadequate capital, or was not able to pay its debts as they matured and
•  the borrower did not, when it allowed its mortgaged property to be encumbered by a lien securing the entire indebtedness represented by the other mortgage loan, receive fair consideration or reasonably equivalent value for pledging such mortgaged property for the equal benefit of the other borrower.

If the lien is avoided, the lender would lose the benefits afforded by such lien.

The cross-collateralized mortgage loans constituting any group thereof may be secured by mortgage liens on mortgaged properties located in different states. Because of various state laws governing foreclosure or the exercise of a power of sale and because, in general, foreclosure actions are brought in state court, and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under any such mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the related mortgages is not impaired or released.

Mortgage Loan With Balloon Payments Have a Greater Risk of Default.    Certain of the mortgage loans may be non-amortizing or only partially amortizing. The borrower under a mortgage loan of that type is required to make substantial payments of principal (that is, balloon payments) at their stated maturity. Mortgage loans of this type involve a greater likelihood of default than self-amortizing loans because the ability of a borrower to make a balloon payment

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depends upon the borrower’s ability to refinance the loan or sell the mortgaged property. The ability of the borrower to refinance the loan or sell the property will be affected by a number of factors, including:

•  the fair market value and condition of the related mortgaged property;
•  the level of interest rates;
•  the borrower’s equity in the related mortgaged property;
•  the borrower’s financial condition;
•  the operating history of the related mortgaged property;
•  changes in zoning, tax and (and with respect to residential properties) rent control laws;
•  changes in competition in the relevant area;
•  changes in rental rates in the relevant area;
•  changes in governmental regulation and fiscal policy;
•  prevailing general and regional economic conditions;
•  the state of the fixed income and mortgage markets; and
•  the availability of credit for multifamily rental or commercial properties.

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 that are in default or as to which a payment default is imminent in order to maximize recoveries on such mortgage loans. See ‘‘Description of the Pooling Agreements — Realization Upon Defaulted Mortgage Loans.’’ The related master servicer or special servicer is only required to determine that any such extension or modification is reasonably likely to produce a greater recovery than a liquidation of the real property securing such mortgage 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.

The Master Servicer or the Special Servicer May Experience Difficulty in Collecting Rents Upon the Default and/or Bankruptcy of a Borrower.    Some or all of the mortgage loans may be secured by an assignment of leases and rents pursuant to which the related borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived from such leases as further security for the related mortgage loan while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See ‘‘Certain Legal Aspects of Mortgage Loans — Leases and Rents.’’

Due-on-Sale and Debt-Acceleration Clauses May Be Challenged as Unenforceable.    Some or all of the mortgage loans may contain a due-on-sale clause, which permits the lender, with some exceptions, to accelerate the maturity of the related mortgaged loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property.

Mortgages also may include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or non-monetary default 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 —

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•  the exercise of those remedies would be inequitable or unjust; or
•  the circumstances would render the acceleration unconscionable.

Environmental Issues at the Mortgaged Properties May Adversely Affect Payments on Your Certificates.    Under federal law and the laws of certain states, contamination of real property may give rise to a lien on the property to assure or reimburse the costs of cleanup. In several states, that lien has priority over an existing mortgage lien on that property. In addition, under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous substances or toxic substances on, in or beneath the property. This liability may be imposed without regard to whether the owner knew of, or was responsible for, the presence of those hazardous or toxic substances. The costs of any required remediation and the owner or operator’s liability for them as to any property are generally not limited under these laws, ordinances and regulations and could exceed the value of the mortgaged property and the aggregate assets of the owner or operator. In addition, as to the owners or operators of mortgaged properties that generate hazardous substances that are disposed of at ‘‘offsite’’ locations, the owners or operators may be held strictly, jointly and severally liable if there are releases or threatened releases of hazardous substances at the off-site locations where that person’s hazardous substances were disposed.

The trust may attempt to reduce its potential exposure to cleanup costs by —

•  establishing reserves for cleanup costs when they can be anticipated and estimated; or
•  designating the trust as the named insured in specialized environmental insurance that is designed for secured lenders.

However, we cannot assure you that reserves or environmental insurance will in fact be applicable or adequate to cover all costs and any other liabilities that may eventually be incurred.

Under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, as well as other federal and state laws, a secured lender (such as the trust) may be liable as an ‘‘owner’’ or ‘‘operator’’ for the costs of dealing with hazardous substances affecting a borrower’s property, if agents or employees of the lender have participated in the management or operations of the borrower’s property. This liability could exist even if a previous owner caused the environmental damage. The trust’s potential exposure to liability for cleanup costs may increase if the trust actually takes possession of a borrower’s property, or control of its day-to-day operations, as for example through the appointment of a receiver.

See ‘‘Certain Legal Aspects of Mortgage Loans — Environmental Considerations.’’

Lack of Insurance Coverage Exposes You to the Risk of Certain Special Hazard Losses.    Unless the related prospectus supplement otherwise provides, the master servicer and special servicer for the related trust fund will be required to cause the borrower on each mortgage loan to maintain such insurance coverage in respect of the related mortgaged property as is required under the related mortgage (unless each of the master servicer and the special servicer maintain a blanket policy). In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Most policies typically do not cover any physical damage resulting from, among other things —

•  war;
•  revolution;
•  terrorism;
•  nuclear, biological or chemical materials;
•  governmental actions;
•  floods and other water-related causes;

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•  earth movement, including earthquakes, landslides and mudflows;
•  wet or dry rot;
•  vermin; and
•  domestic animals.

Unless the related mortgage loan documents specifically require the borrower to insure against physical damage arising from such causes, then, the resulting losses may be borne by you as a holder of offered certificates. See ‘‘Description of the Pooling Agreements — Hazard Insurance Policies.’’

Geographic Concentration Within a Trust Fund Exposes Investors to Greater Risk of Default and Loss.    Certain geographic regions of the United States from time to time will experience weaker regional economic conditions and housing markets, and, consequently, will experience higher rates of loss and delinquency than will be experienced on mortgage loans generally. For example, a region’s economic condition and housing market may be directly, or indirectly, adversely affected by natural disasters or civil disturbances such as earthquakes, hurricanes, floods, eruptions or riots. The economic impact of any of these types of events may also be felt in areas beyond the region immediately affected by the disaster or disturbance. The mortgage loans securing certain series of certificates may be concentrated in these regions, and such concentration may present risk considerations in addition to those generally present for similar mortgage-backed securities without such concentration.

Some Certificates May Not Be Appropriate for ERISA Plans

Generally, ERISA applies to investments made by employee benefit plans and transactions involving the assets of those plans. Due to the complexity of regulations that govern those plans, if you are subject to ERISA you should consult your own counsel regarding consequences under ERISA of acquisition, ownership and disposition of your offered certificates. See ‘‘Certain ERISA Considerations.’’

Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences

If you hold certain classes of certificates that constitute a residual interest in a ‘‘real estate mortgage investment conduit,’’ for federal income tax purposes, you will be required to report on your federal income tax returns as ordinary income your pro rata share of the taxable income of the REMIC, regardless of the amount or timing of your receipt of cash payments, as described in ‘‘Certain Federal Income Tax Consequences — Federal Income Tax Consequences for REMIC Certificates.’’ Accordingly, under certain circumstances, if you hold residual certificates you may have taxable income and tax liabilities arising from your investment during a taxable year in excess of the cash received during that period. The requirement to report your pro rata share of the taxable income and net loss of the REMIC may continue until the principal balances of all classes of certificates of the related series have been reduced to zero, even though you have received full payment of your stated interest and principal, if any. A portion or, in certain circumstances, all, of your share of the REMIC taxable income may be treated as ‘‘excess inclusion’’ income to you, which generally, will not be subject to offset by losses from other activities, if you are a tax-exempt holder, will be treated as unrelated business taxable income, and if you are a foreign holder, will not qualify for exemption from withholding tax.

If you are an individual and you hold a class of residual certificates, you may be limited in your ability to deduct servicing fees and other expenses of the REMIC. In addition, classes of residual certificates are subject to certain restrictions on transfer. Because of the special tax treatment of classes of residual certificates, the taxable income arising in a given year on a class of residual certificates will not be equal to the taxable income associated with investment in a corporate bond or stripped instrument having similar cash flow characteristics and pre-tax yield. As a result, the after-tax yield on the classes of residual certificates may be significantly less than that of a corporate bond or stripped instrument having similar cash flow characteristics or may be negative.

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Certain Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certificates of a series may be issued with ‘‘original issue discount’’ for federal income tax purposes, which generally will result in recognition of some taxable income in advance of the receipt of cash attributable to that income. See ‘‘Certain Federal Income Tax Consequences — Taxation of Regular Certificates.’’

Bankruptcy Proceedings Entail Certain Risks

Under the federal bankruptcy code, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the related mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action.

In addition, even if a court determines that the value of a mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on such mortgaged property, subject to certain protections available to the lender. As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of such mortgaged property. This action would make the lender a general unsecured creditor for the difference between the then-current value of the property and the amount of its outstanding mortgage indebtedness.

A bankruptcy court may also —

•  grant a debtor a reasonable time to cure a payment default on a mortgage loan;
•  reduce monthly payments due under a mortgage loan;
•  change the rate of interest due on a mortgage loan; or
•  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. Additionally, the borrower, as debtor-in-possession, or its bankruptcy trustee has special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

Under the federal bankruptcy code, the lender will be stayed from enforcing a borrower’s assignment of rents and leases. The federal bankruptcy code also may interfere with the trustee’s ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.

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.

Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment

If the related prospectus supplement so provides, one or more classes of your offered certificates will be issued as book-entry certificates. Each class of book-entry certificates will be initially represented by one or more certificates registered in the name of a nominee for The Depository Trust Company, or DTC. Transactions in book-entry certificates of any series generally can be effected only through The Depository Trust Company and its participating organizations. You are therefore subject to the following risks:

•  The liquidity of book-entry certificates in any secondary trading market that may develop may be limited because investors may be unwilling to purchase certificates for which they cannot obtain physical certificates.
•  Your ability to pledge certificates to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of the certificates, may be limited due to lack of a physical security representing the certificates.

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•  Your access to information regarding the certificates may be limited since conveyance of notices and other communications by The Depository Trust Company to its participating organizations, and directly and indirectly through those participating organizations to you, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect at that time.
•  You may experience some delay in receiving distributions of interest and principal on your certificates because distributions will be made by the trustee to DTC and DTC will then be required to credit those distributions to the accounts of its participating organizations and only then will they be credited to your account either directly or indirectly through DTC’s participating organizations.

See ‘‘Description of the Certificates — Book-Entry Registration and Definitive Certificates.’’

Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool

The trust fund may include mortgage loans that are past due. However, mortgage loans which are seriously delinquent loans (that is, loans more than 60 days delinquent or as to which foreclosure has been commenced) will not constitute a material concentration of the mortgage loans, based on principal balance at the time the trust fund is formed. The related prospectus supplement may provide that the servicing of such mortgage loans will be performed by the special servicer. However, the same entity may act as both master servicer and special servicer. Credit support provided with respect to your certificates may not cover all losses related to such delinquent mortgage loans, and you should consider the risk that their inclusion in a mortgage pool may result in a greater rate of defaults and prepayments and, consequently, reduce yield on your certificates. See ‘‘Description of the Trust Funds — Mortgage Loans — General.’’

Termination of the Trust Fund Could Affect the Yield on Your Offered Certificates

The related prospectus supplement may provide that, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party designated therein may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes. The solicitation of bids will be conducted in a commercially reasonable manner and, generally, assets will be sold at their fair market value. In addition, the related prospectus supplement may provide that, upon the reduction of the aggregate principal balance of some or all of the mortgage assets by a specified percentage, a party or parties designated in the prospectus supplement may be authorized to purchase such mortgage assets, generally at a price equal to, in the case of any mortgage asset, the unpaid principal balance of such mortgage asset plus accrued interest (or, in some cases, at fair market value). However, circumstances may arise in which such fair market value may be less than the unpaid balance of the related mortgage assets sold together with interest thereon, and you may therefore receive an amount less than the certificate balance of, and accrued unpaid interest on, your offered certificates. See ‘‘Description of the Certificates — Termination’’ in this prospectus. See ‘‘Description of the Certificates — Termination.’’

THE SPONSOR

General

The prospectus supplement for each series of securities will identify the sponsor or sponsors for the related series. It is anticipated that German American Capital Corporation (‘‘GACC’’), a Maryland corporation formed in 1971, will be a sponsor or co-sponsor for each series. Any other co-sponsor will be set forth in the related prospectus supplement.

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GACC is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German corporation. GACC is an affiliate of Deutsche Bank Securities Inc., one of the Underwriters and an affiliate of the Depositor. The principal offices of GACC are located at 60 Wall Street, New York, New York 10005.

GACC is engaged in the origination of commercial mortgage loans with the primary intent to sell the loans within a short period of time subsequent to origination into a commercial mortgage backed securities primary issuance securitization or through a sale of whole loan interests to third party investors. GACC originates loans primarily for securitization; however GACC also originates subordinate mortgage loans or subordinate participation interests in mortgage loans, and mezzanine loans (loans secured by equity interests in entities that own commercial real estate), for sale to third party investors.

GACC originates large loans (both fixed rate and floating rate loans in amounts greater than $50 million), on a direct origination basis. Conduit loans, primarily fixed rate loans in amounts less than $50 million, are originated by GACC’s wholly-owned subsidiary, Deutsche Bank Mortgage Capital, LLC (‘‘DBMC’’). Just subsequent to origination conduit loans are sold by DBMC to GACC which aggregates and warehouses the loans pending sale via a commercial mortgage-backed securities (‘‘CMBS’’) securitization.

GACC, through another wholly owned subsidiary, Deutsche Bank Berkshire Mortgage, Inc. (‘‘DBBM’’) is one of the leading originators and seller-servicers of agency (Fannie Mae, Federal Home Loan Mortgage Corporation, Federal Housing Administration) commercial mortgage loans. DBBM is one of the largest originators and servicers in Fannie Mae’s DUS (Delegated Underwriting and Servicing) program. DBBM sells its loan originations in the form of certificates directly to third party investors at the time of loan origination.

GACC’s Securitization Program

GACC has been engaged as an originator and seller/contributor of loans into CMBS securitizations for just under ten years.

GACC has been a seller of loans both into securitizations in the ‘‘COMM’’ program, in which its affiliate is the depositor, and into programs where third party entities, including affiliates of General Electric Capital Corporation, GMAC Commercial Mortgage Corporation and Citigroup, have acted as depositors.

Under the COMM name, GACC has two primary securitization programs, the COMM FL program, into which large floating rate commercial mortgage loans are securitized, and the COMM Conduit/Fusion program, into which both fixed rate conduit loans and large loans are securitized.

GACC originates both fixed rate and floating rate commercial mortgage loans backed by a range of commercial real estate properties including office buildings, apartments, shopping malls, hotels, and industrial/warehouse properties.

Total loans securitized on an annual basis for each of the past three years by GACC and its subsidiary, DBMC, have been as follows:


 Year  Total Securitizations
(Amts in $ billions)
2005 9.7
2004 5.4
2003 5.5

The securitizations in the table above include both fixed and floating rate loan securitizations, and both public and private securitizations.

During the past five years, loans sold by GACC to DMARC into the COMM FL securitizations have represented between 85% to 100% of loans sold into such securitizations with third party originators/sellers representing a small percentage of the loans sold into such securitizations.

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Under the COMM Conduit/Fusion securitizations GACC originated loans have represented a range of between of approximately 40% to 60% of the total loans included in the transactions, with the remaining loans having been supplied by third party originator/sellers including, without limitation, GMAC Commercial Mortgage Corporation, PNC Bank and LaSalle Bank National Association.

Loans sold by GACC to securitizations of third party depositors have represented between 25% to 40% of the total amount of loans sold in such securitizations on average during the 5 years ending December 31, 2005.

Generally, GACC has not purchased significant amounts of mortgage loans for securitization; however it may elect to purchase loans for securitization in the future. In that event GACC will either re-underwrite the mortgage loans it purchases, or perform other procedures to ascertain the quality of such loans, which procedures will be subject to approval by credit risk management officers.

In coordination with Deutsche Bank Securities Inc. and other underwriters, GACC works with rating agencies, other loan sellers, servicers and investors in structuring a securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.

GACC’s Underwriting Standards

General.    GACC originates loans located in the United States secured by retail, multifamily, office, hotel, industrial/warehouse and self-storage properties. All of the mortgage loans originated by GACC or its affiliate, DBMC, generally are originated in accordance with the underwriting criteria described below. However, each lending situation is unique, and the facts and circumstance surrounding the mortgage loan, such as the quality and location of the real estate, the sponsorship of the borrower and the tenancy of the property, will impact the extent to which the general guidelines below are applied to a specific loan. This underwriting criteria is general, and there is no assurance that every mortgage loan will conform in all respects with the guidelines. References to GACC in this section also include DBMC.

Loan Analysis.    In connection with the origination of mortgage loans, GACC conducts an extensive review of the related mortgaged property, including an analysis of the appraisal, environmental report, property operating statements, financial data, rent rolls and related information or statements of occupancy rates provided by the borrower and, with respect to the mortgage loans secured by retail and office properties, certain major tenant leases and the tenant’s credit. The credit of the borrower and certain of its key principals is examined for financial strength and character prior to approval of the mortgage loan through a review of historical tax returns, third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower and its principals. Generally, borrowers are required to be single-purpose entities. A member of the GACC underwriting or due diligence team, or a consultant or other designee, visits the mortgaged property for a site inspection to confirm the occupancy rates of the mortgaged property, and analyzes the mortgaged property’s market and the utility of the mortgaged property within the market. Unless otherwise specified in a prospectus supplement, all financial, occupancy and other information contained in such prospectus supplement is based on such information and there can be no assurance that such financial, occupancy and other information remains accurate.

Loan Approval.    Prior to commitment, all mortgage loans must be approved by credit risk management officers (the number of which varies by loan size) in accordance with its credit policies. The credit risk management officers may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

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Debt Service Coverage Ratio and LTV Ratio.    GACC’s underwriting standards generally require the following minimum debt service coverage ratios and maximum LTV Ratios for each of the indicated property types:


Property Type DSCR Guideline LTV Ratio Guideline
Office 1.25x 75%
Retail 1.25x 75%
Multifamily 1.20x 80%
Manufactured Housing 1.20x 80%
Industrial/Warehouse 1.25x 75%
Self-Storage 1.25x 75%
Hotel 1.50x 70%

The debt service coverage ratio guidelines listed above are calculated based on underwritten net cash flow at origination. Therefore, the debt service coverage ratio for each Mortgage Loan as reported in the prospectus supplement may differ from the amount calculated at the time of origination. In addition, with respect to certain mortgage loans originated by GACC there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. Such mortgage loans may have a lower debt service coverage ratio, and a higher LTV Ratio, if such subordinate or mezzanine debt is taken into account. In addition, GACC’s underwriting guidelines generally permit a maximum amortization period of 30 years. However, the mortgage loans originated by GACC may provide for interest only payments until maturity, or for a specified period. Moreover, in certain circumstances the actual debt service coverage ratios and loan-to-value ratios for the mortgage loans originated or purchased by GACC and its affiliates may vary from the guidelines above, based on asset quality, sponsor equity, loan structure and other factors. See ‘‘Description of the Mortgage Pool’’ in the prospectus supplement and Annex A-1 to the prospectus supplement.

Escrow Requirements.    GACC generally requires a borrower to fund various escrows for taxes and insurance, replacement reserves, re-tenanting expenses and capital expenses, in some cases only during periods when certain debt service coverage ratio tests are not satisfied. In some cases, the borrower is permitted to post a letter of credit or guaranty in lieu of funding a given reserve or escrow. Generally, the required escrows for mortgage loans originated by GACC are as follows:

Taxes and Insurance — Typically, an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) and annual insurance premiums are required in order to provide GACC with sufficient funds to satisfy all taxes and insurance bills prior to their respective due dates.

Replacement Reserves — Monthly deposits generally based on the greater of the amount recommended pursuant to a building condition report prepared for GACC or the following minimum amounts:


Office $0.20 per square foot
Retail $0.15 per square foot of in-line space
Multifamily $250 per unit
Manufactured housing $50 per pad
Industrial/Warehouse $0.10 per square foot
Self storage $0.15 per square foot
Hotel 4% of gross revenue

Re-tenanting — Certain major tenants and a significant number of smaller tenants may have lease expirations within the loan term. To mitigate this risk, reserves may be established to be funded either at closing and/or during the loan term to cover certain anticipated leasing commissions and/or tenant improvement costs which may be associated with re-leasing the space occupied by these tenants.

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Deferred Maintenance/Environmental Remediation — Generally, an initial deposit is required upon funding of the mortgage loan, in an amount equal to at least 125% of the estimated costs of the recommended substantial repairs or replacements pursuant to the building condition report completed by a licensed third-party engineer and the estimated costs of environmental remediation expenses as recommended by an independent environmental assessment. In some cases, borrowers are permitted to substitute environmental insurance policies, guarantees or other credit support in lieu of reserves for environmental remediation.

Third Party Reports.    In connection with underwriting commercial mortgage loans, GACC generally will perform the procedures and obtain the third party reports or other documents described in the related Prospectus Supplement under ‘‘Description of the Mortgage Pool — Certain Underwriting Matters.’’

Servicing

For the most part, GACC relies on independent rated third parties to service loans held pending sale or securitization. It maintains interim servicing agreements with large, institutional commercial mortgage loan servicers who are highly rated by the rating agencies. Periodic financial review and analysis, including monitoring of ratings, of each of the servicers with which GACC has servicing arrangements is conducted under the purview of loan underwriting personnel.

OTHER SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

Any additional sponsors, loan sellers and originators for a given series will be identified in the related prospectus supplement, which will provide additional information regarding such additional sponsors, loan sellers and originators, including with respect to any entity that originated 20% or more of the principal balance of the mortgage loans in the related trust fund, information regarding such entity’s origination program and underwriting or credit-granting criteria.

THE DEPOSITOR

The depositor is a special purpose corporation incorporated in the State of Delaware on March 22, 1996, for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trust in exchange for certificates evidencing interest in such trusts and selling or otherwise distributing such certificates. The principal executive offices of the depositor are located at 60 Wall Street, New York, New York 10005. The telephone number is (212) 250-2500. The depositor’s capitalization is nominal. All of the shares of capital stock of the depositor are held by DB U.S. Financial Markets Holding Corporation. See ‘‘The Depositor’’ in the prospectus supplement.

None of the depositor or any of its respective affiliates will insure or guarantee distributions on the certificates of any series.

DESCRIPTION OF THE TRUST FUNDS

General

The primary assets of each trust fund will consist of:

•  various types of multifamily or commercial mortgage loans,
•  mortgage participations, pass-through certificates or other mortgage-backed securities (‘‘MBS’’) that evidence interests in one or more of various types of multifamily or commercial mortgage loans or
•  a combination of mortgage loans and MBS.

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Each trust fund will be established by the depositor. Each mortgage asset will be selected by the depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a mortgage asset seller, which mortgage asset seller may or may not be the originator of such mortgage loan or the issuer of such MBS. If so specified in the related prospectus supplement, the mortgage assets may be insured or guaranteed by an entity specified therein. Otherwise, the mortgage assets will not be guaranteed or insured by the depositor or any of its affiliates, by any governmental agency or instrumentality or by any other person. The discussion below under the heading ‘‘ — Mortgage Loans,’’ unless otherwise noted, applies equally to mortgage loans underlying any MBS included in a particular trust fund.

Generally, the initial total principal balance of the mortgage assets in a trust will equal or exceed the initial total principal balance of the related certificates. If the initial total principal balance of the related mortgage assets is less than the initial total principal balance of any series, we may arrange an interim deposit of cash or liquid investments with the trustee to cover the shortfall. For the period specified in the related prospectus supplement, following the initial issuance of that series, we will be entitled to obtain a release of the deposited cash or investments in exchange for the deposit of a corresponding amount of mortgage assets. If we fail to deliver mortgage assets sufficient to make up the entire shortfall within that specified period, any of the cash or investments remaining on deposit with the related trustee will be used to pay down the principal balance of the related certificates, as described 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 assets that conform to the description of mortgage assets in this prospectus, and satisfy the criteria set forth in the related prospectus supplement.

If the subject securitization transaction involves a prefunding or revolving period, then we will indicate in the related prospectus supplement, among other things, (i) the term or duration of the prefunding or revolving period and for prefunding periods, the amount of proceeds to be deposited in the prefunding account and the percentage of the mortgage asset pool represented by those proceeds, (ii) for revolving periods, the maximum amount of additional assets that may be acquired during the revolving period, if applicable, and the percentage of the mortgage asset pool represented by those assets and (iii) any limitation on the ability to add pool assets.

One or more trust assets backing any series of certificates may also back another series of certificates or may also back subsequently issued classes of certificates of the same series. If so, we will provide information regarding the additional securities that is material to an understanding of their effect on the subject offered certificates.

Mortgage Loans

General.    The mortgage loans will be evidenced by promissory notes secured by mortgages, deeds of trust or similar security instruments that create first or junior liens on fee or leasehold estates in properties consisting of one or more of the following types of real property:

•  residential properties consisting of five or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures, and mobile home parks; and
•  commercial properties consisting of office buildings, retail shopping facilities, such as shopping centers, malls and individual stores, hotels or motels, health care-related facilities (such as hospitals, skilled nursing facilities, nursing homes, congregate care facilities and senior housing), recreational vehicle parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial facilities, parking lots, restaurants, mixed use properties (that is, any combination of the foregoing), and unimproved land.

The multifamily properties may include mixed commercial and residential structures and apartment buildings owned by private cooperative housing corporations. Each mortgage will create a first priority mortgage lien on a fee estate or leasehold estate in a mortgaged property;

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provided that if the related prospectus supplement so specifies, the mortgage may create a junior lien. If a mortgage creates a lien on a borrower’s leasehold estate in a property, then the term of any such leasehold will exceed the term of the mortgage note by at least ten years or such other period as may be specified in the related prospectus supplement. The mortgaged properties will be located in any one of the fifty states of the United States or the District of Columbia, or in any territories or possessions of the United States, including Puerto Rico or Guam; provided, that if so specified in the related prospectus supplement, the mortgaged properties may be located in other locations or countries, provided that not more than 10% of the aggregate principal balance of the related mortgage loans will be secured by mortgaged properties located in such other locations or countries. Each mortgage loan will have been originated by a person other than the depositor. In some cases, that originator or assignee will be an affiliate of the depositor.

If so provided in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. 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 liens and the mortgage 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 first to the payment of court costs and fees in connection with the foreclosure, second to real estate taxes, 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. The claims of the holders of the senior liens will be satisfied in full out of proceeds of the liquidation of the related mortgage property, if such proceeds are sufficient, before the trust fund as holder of the junior lien receives any payments in respect of the mortgage loan. If the master servicer were to foreclose on any mortgage loan, it would do so subject to any related senior liens. In order for the debt related to such mortgage loan to be paid in full at such sale, a bidder at the foreclosure sale of such mortgage loan would have to bid an amount sufficient to pay off all sums due under the mortgage loan and any senior liens or purchase the mortgaged property subject to such senior liens. In the event that such proceeds from a foreclosure or similar sale of the related mortgaged property are insufficient to satisfy all senior liens and the mortgage loan in the aggregate, the trust fund, as the holder of the junior lien, (and, accordingly, holders of one or more classes of the certificates of the related series) bear

•  the risk of delay in distributions while a deficiency judgment against the borrower is obtained, and
•  the risk of loss if the deficiency judgment is not obtained and satisfied. Moreover, deficiency judgments may not be available in certain jurisdictions, or the particular mortgage loan may be a nonrecourse loan, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure repayment of the mortgage loan.

If so specified in the related prospectus supplement, the mortgage assets for a particular series of certificates may include mortgage loans that are delinquent as of the date such certificates are issued; provided, however that delinquent mortgage loans will constitute less than 20% by dollar volume of the related mortgage pool as of the date of issuance of the related series. In that case, the related prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt. However, mortgage loans which are seriously delinquent loans (that is, loans more than 60 days delinquent or as to which foreclosure has been commenced) will not constitute a material concentration of the mortgage loans in any trust fund, based on principal balance at the time such trust fund is formed.

Default and Loss Considerations with Respect to the Mortgage Loans.    Mortgage loans secured by liens on income-producing properties are substantially different from loans made on

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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 the successful operation of such property (that is, its ability to generate income). Moreover, as noted above, some or all of the mortgage loans included in a particular trust fund may be nonrecourse loans.

Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important factor in evaluating the likelihood of default on such a loan. Unless otherwise defined in the related prospectus supplement, the ‘‘Debt Service Coverage Ratio’’ of a mortgage loan at any given time is the ratio of

•  the Net Operating Income derived from the related mortgaged property for a twelve-month period to
•  the annualized scheduled payments of principal and/or interest on the mortgage loan and any other loans senior thereto that are secured by the related mortgaged property.

Unless otherwise defined in the related prospectus supplement, ‘‘Net Operating Income’’ means, for any given period, the total operating revenues derived from a mortgaged property during such period, minus the total operating expenses incurred in respect of such mortgaged property during such period other than

•  non-cash items such as depreciation and amortization,
•  capital expenditures, and
•  debt service on the related mortgage loan or on any other loans that are secured by such mortgaged property.

The Net Operating Income of a mortgaged property will generally fluctuate over time and may or may not be sufficient to cover debt service on the related mortgage loan at any given time. As the primary source of the operating revenues of a non-owner occupied, income-producing property, rental income (and, with respect to a mortgage loan secured by a cooperative apartment building, maintenance payments from tenant-stockholders of a cooperative) may be affected by the condition of the applicable real estate market and/or area economy. In addition, properties typically leased, occupied or used on a short-term basis, such as certain health care-related facilities, hotels and motels, and 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 warehouses, retail stores, office buildings and industrial facilities. Commercial properties may be owner-occupied or leased to a small number of tenants. Thus, the Net Operating Income of such a mortgaged property may depend substantially on the financial condition of the borrower or a tenant, and mortgage loans secured by liens on such 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 operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and fiscal policies, may also affect the likelihood of default on a mortgage loan. As may be further described in the related prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses (‘‘Net Leases’’). However, the existence of such ‘‘net of expense’’ provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while 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 must be liquidated following a default. Unless otherwise defined in the related prospectus supplement, the ‘‘Loan-to-Value Ratio’’ of a mortgage loan at any given time is the ratio (expressed as a percentage) of

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•  the then outstanding principal balance of the mortgage loan and any other loans senior thereto that are secured by the related mortgaged property to
•  the Value of the related mortgaged property.

The ‘‘Value’’ of a mortgaged property will be either (i) its fair market value as determined by an appraisal of such property conducted by or on behalf of the originator in connection with the origination of such loan or (ii) determined by another method specified in the related prospectus supplement. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower’s equity in a mortgaged property, and thus

•  the greater the incentive of the borrower to perform under the terms of the related mortgage loan (in order to protect such equity) and
•  the greater the cushion provided to the lender against loss on liquidation following a default.

Loan-to-Value Ratios will not necessarily constitute an accurate measure of the likelihood of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certificates may be less than the Value determined at loan origination, and will likely continue to fluctuate from time to time based upon certain factors including changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on

•  the market comparison method (recent resale value of comparable properties at the date of the appraisal),
•  the cost replacement method (the cost of replacing the property at such date),
•  the income capitalization method (a projection of value based upon the property’s projected net cash flow), or
•  upon a selection from or interpolation of the values derived from such methods.

Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate and discount rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of the likelihood of default and loss, is even more difficult.

Although there may be multiple methods for determining the value of a mortgaged property, value will in all cases be affected by property performance. As a result, if a mortgage loan defaults because the income generated by the related mortgaged property is insufficient to cover operating costs and expenses and pay debt service, then the value of the mortgaged property will reflect such and a liquidation loss may occur.

While we believe that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, we cannot assure you that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See ‘‘Risk Factors — Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates — Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance of the Related Mortgaged Property, of Which We Make No Assurance’’ and ‘‘— Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates — Mortgage Loans With Balloon Payments Have a Greater Risk of Default.’’

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Payment Provisions of the Mortgage Loans.    All of the mortgage loans will

•  have had original terms to maturity of not more than 40 years and
•  provide for scheduled payments of principal, interest or both, to be made on due dates that occur monthly, quarterly, semiannually or annually.

A mortgage loan

•  may provide for no accrual of interest or for accrual of interest thereon at an interest rate, that is fixed over its term or that adjusts from time to time, or 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,
•  may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization,
•  may be fully amortizing or may be partially amortizing or non-amortizing, with a balloon payment due on its stated maturity date, and
•  may prohibit over its term or for a certain period prepayments (the period of such prohibition, a ‘‘Lock-out Period’’ and its date of expiration, a ‘‘Lock-out Date’’) and/or require payment of a premium or a yield maintenance payment (a ‘‘Prepayment Premium’’) in connection with certain prepayments, or permit defeasance, in each case as described in the related prospectus supplement.

A mortgage loan may also contain a provision that entitles the lender to a share of appreciation of the related mortgaged property, or profits realized from the operation or disposition of such mortgaged property or the benefit, if any, resulting from the refinancing of the mortgage loan (any such provision, an ‘‘Equity Participation’’), as described in the related prospectus supplement.

Loan Combinations.    Certain of the mortgage loans included in one of our trust funds may be part of a loan combination. A loan combination will generally consist of the particular mortgage loan or loans that we will include in the subject trust fund and one or more other mortgage loans that we will not include in the trust fund. Each mortgage loan comprising a particular loan combination is evidenced by a separate promissory note. The aggregate debt represented by the entire loan combination, however, is secured by the same mortgage(s) or deed(s) of trust on the related mortgaged property or properties. The mortgage loans constituting a particular loan combination are obligations of the same borrower and are cross-defaulted. The allocation of payments to the respective mortgage loans comprising a loan combination, whether on a senior/subordinated or a pari passu basis (or some combination thereof), is either effected through a co-lender agreement or other intercreditor arrangement to which the respective holders of the subject promissory notes are parties and/or may be reflected in the subject promissory notes and/or a common loan agreement. Such co-lender agreement or other intercreditor arrangement will, in general, govern the respective rights of the noteholders, including in connection with the servicing of the respective mortgage loans comprising a loan combination. Further, each such co-lender agreement or other intercreditor arrangement may impose restrictions of the transferability of the ownership of any mortgage loan that is part of a loan combination.

Mortgage Loan Information in Prospectus Supplements.    Each prospectus supplement will contain certain information pertaining to the mortgage loans, which, to the extent then applicable, will generally include the following:

•  the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans,
•  the type or types of property that provide security for repayment of the mortgage loans,
•  the earliest and latest origination date and maturity date of the mortgage loans,

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•  the original and remaining terms to maturity of the mortgage loans, or the respective ranges thereof, and the weighted average original and remaining terms to maturity of the mortgage loans,
•  the Loan-to-Value Ratios of the mortgage loans (either at origination or as of a more recent date), or the range thereof, and the weighted average of such Loan-to-Value Ratios,
•  the interest rates borne by the mortgage loans, or the range thereof, and the weighted average interest rate borne by the mortgage loans,
•  with respect to mortgage loans with adjustable interest rates (‘‘ARM Loans’’), the index or indices upon which such adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on interest rate adjustments at the time of any adjustment and over the life of the ARM Loan. The interest rate of any mortgage loan that bears interest at an adjustable interest rate will be based on an index (which may be increased or decreased by a specified margin, and/or subject to a cap or floor), which may be the London interbank offered rate for one month, three month, six month, or one-year, U.S. dollar deposits or may be another index, which in each case will be specified in the related prospectus supplement and will be an index reflecting interest paid on a debt, and will not be a commodities or securities index.
•  information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums,
•  the Debt Service Coverage Ratios of the mortgage loans (either at origination or as of a more recent date), or the range thereof, and the weighted average of such Debt Service Coverage Ratios, and
•  the geographic distribution of the mortgaged properties on a state-by-state (or other jurisdiction) basis.

In appropriate cases, the related prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants of the mortgaged properties.

If any mortgage loan, or group of related mortgage loans, constitutes a concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related prospectus supplement.

If and to the extent available and relevant to an investment decision in the offered certificates of the related series, information regarding the prepayment experience of a master servicer’s multifamily and/or commercial mortgage loan servicing portfolio will be included in the related prospectus supplement. However, many servicers do not maintain records regarding such matters or, at least, not in a format that can be readily aggregated. In addition, the relevant characteristics of a master servicer’s servicing portfolio may be so materially different from those of the related mortgage asset pool that such prepayment experience would not be meaningful to an investor. For example, differences in geographic dispersion, property type and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment restrictions) between the two pools of loans could render the master servicer’s prepayment experience irrelevant. Because of the nature of the assets to be serviced and administered by a special servicer, no comparable prepayment information will be presented with respect to the special servicer’s multifamily and/or commercial mortgage loan servicing portfolio.

MBS

MBS may include

•  private-label (that is, not issued, insured or guaranteed by the United States or any agency or instrumentality thereof) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities or

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•  certificates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation (‘‘FHLMC’’), the Federal National Mortgage Association (‘‘FNMA’’), the Governmental National Mortgage Association (‘‘GNMA’’) or the Federal Agricultural Mortgage Corporation (‘‘FAMC’’),

provided that each MBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained herein or have such other characteristics specified in the related prospectus supplement.

Each MBS included in a mortgage asset pool either will have been previously registered under the Securities Act of 1933, as amended, or each of the following will have been satisfied with respect to the MBS: (1) neither the issuer of the MBS nor any of its affiliates has a direct or indirect agreement, arrangement, relationship or understanding relating to the MBS and the related series of securities to be issued; (2) neither the issuer of the MBS nor any of its affiliates is an affiliate of the sponsor, depositor, issuing entity or underwriter of the related series of securities to be issued and (3) the depositor would be free to publicly resell the MBS without registration under the Securities Act of 1933, as amended.

Any MBS will have been issued pursuant to a participation and servicing agreement, a pooling and servicing agreement, an indenture or similar agreement (an ‘‘MBS Agreement’’). The issuer of the MBS (the ‘‘MBS Issuer’’) and/or the servicer of the underlying mortgage loans (the ‘‘MBS Servicer’’) will be parties to the MBS Agreement, generally together with a trustee (the ‘‘MBS Trustee’’) or, in the alternative, with the original purchaser or purchasers of the MBS.

The MBS may have been issued in one or more classes with characteristics similar to the classes of certificates described herein. Distributions in respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS Trustee on the dates specified in the related prospectus supplement. The MBS Issuer or the MBS Servicer or another person specified in the related prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the MBS after a certain date or under other circumstances specified in the related prospectus supplement.

Reserve funds, subordination or other credit support similar to that described for the certificates under ‘‘Description of Credit Support’’ may have been provided with respect to the MBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the MBS, or by the initial purchasers of the MBS.

The prospectus supplement for a series of certificates that evidence interests in MBS will specify:

•  the aggregate approximate initial and outstanding principal amount(s) and type of the MBS to be included in the trust fund,
•  the original and remaining term(s) to stated maturity of the MBS, if applicable,
•  the pass-through or bond rate(s) of the MBS or the formula for determining such rate(s),
•  the payment characteristics of the MBS,
•  the MBS Issuer, MBS Servicer and MBS Trustee, as applicable, of each of the MBS,
•  a description of the related credit support, if any,
•  the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity,
•  the terms on which mortgage loans may be substituted for those originally underlying the MBS,
•  if the MBS Issuer is required to file reports under the Securities Exchange Act of 1934, as amended, how to locate such reports of the MBS Issuer;

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•  the market price of the MBS and the basis on which the market price was determined;
•  the type of mortgage loans underlying the MBS and, to the extent appropriate under the circumstances, such other information in respect of the underlying mortgage loans described under ‘‘ — Mortgage Loans — Mortgage Loan Information in Prospectus Supplements,’’ and
•  the characteristics of any cash flow agreements that relate to the MBS.

If specified in the prospectus supplement for a series of certificates, a trust fund may contain one or more MBS issued by the depositor that each represent an interest in one or more mortgage loans. The prospectus supplement for a series will contain the disclosure concerning the MBS described in the preceding paragraph and, in particular, will disclose such mortgage loans appropriately in light of the percentage of the aggregate principal balance of all assets represented by the principal balance of the MBS.

The depositor will provide the same information regarding the MBS in any trust fund in its reports filed under the Securities Exchange Act of 1934 with respect to such trust fund as was provided by the related MBS Issuer in its own such reports if such MBS was publicly offered or the reports the related MBS Issuer provides the related MBS Trustee if such MBS was privately issued.

Certificate Accounts

Each trust fund will include one or more accounts (collectively, the ‘‘Certificate Account’’) established and maintained on behalf of the certificateholders into which all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited to the extent described herein and in the related prospectus supplement. See ‘‘Description of the Pooling Agreements — Certificate Account.’’

Credit Support

If so provided in the prospectus supplement for a series of certificates, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of such series in the form of subordination of one or more other classes of certificates of such series or by one or more other types of credit support, which may include

•  a letter of credit,
•  a loan insurance policy,
•  a certificate insurance policy,
•  a guarantee,
•  a surety bond,
•  cross-support provisions,
•  a reserve fund,
•  credit derivatives,
•  or any combination thereof (any such coverage with respect to the certificate of any series, ‘‘Credit Support’’).

The amount and types of such credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of Credit Support, if any, will be set forth in the prospectus supplement for a series of certificates. See ‘‘Risk Factors — Any Credit Support For Your Offered Certificates May Be Insufficient’’ and ‘‘Description of Credit Support.’’

Cash Flow Agreements

If so provided in the prospectus supplement for a series of certificates, the related trust fund may include

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•  guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a specified rate,
•  interest rate exchange agreements,
•  interest rate cap or floor agreements, or
•  other agreements designed to reduce the effects of interest rate fluctuations on the mortgage assets on one or more classes of certificates or alter the payment characteristics of the cash flows from the trust fund (any such agreement, a ‘‘Cash Flow Agreement’’).

The principal terms of any such Cash Flow Agreement, including, without limitation, provisions relating to the timing, manner and amount of payments thereunder and provisions relating to the termination thereof, will be described in the related prospectus supplement. The related prospectus supplement will also identify the obligor under the Cash Flow Agreement.

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YIELD AND MATURITY CONSIDERATIONS

General

The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the certificate. See ‘‘Risk Factors — Prepayments May Reduce the Average Life of Your Certificates.’’ The following discussion contemplates a trust fund that consists solely of mortgage loans. While the characteristics and behavior of mortgage loans underlying an MBS can generally be expected to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the MBS. If a trust fund includes MBS, the related prospectus supplement will discuss the effect, if any, that the payment characteristics of the MBS may have on the yield to maturity and weighted average lives of the offered certificates of the related series.

Pass-Through Rate

The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement with respect to any series of certificates will specify

•  the pass-through rate for each class of offered certificates of such series or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate,
•  the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates,
•  and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a Cash Flow Agreement.

Payment Delays

With respect to any series of certificates, a period of time will elapse between the date upon which payments on the mortgage loans in the related Trust Fund are due and the distribution date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on the date they were due.

Certain Shortfalls in Collections of Interest

When a principal prepayment in full or in part is made on a mortgage loan, the borrower is generally charged interest on the amount of such prepayment only through the date of such prepayment, instead of through the due date for the next succeeding scheduled payment. However, interest accrued on any series of certificates and distributable thereon on any distribution date will generally correspond to interest accrued on the mortgage loans to their respective due dates during the related Due Period. A ‘‘Due Period’’ will be a specified time period (generally corresponding in length to the period between distribution dates) and all scheduled payments on the mortgage loans in the related trust fund that are due during a given Due Period will, to the extent received by a specified date (the ‘‘Determination Date’’) or otherwise advanced by the related master servicer, special servicer or other specified person, be distributed to the holders of the certificates of such series on the next succeeding distribution date. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon to the due date for such mortgage loan in the related Due Period, then the interest charged to the borrower (net of

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servicing and administrative fees) may be less (such shortfall, a ‘‘Prepayment Interest Shortfall’’) than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent that any such shortfall is allocated to a class of offered certificates, the yield thereon will be adversely affected. The prospectus supplement for each series of certificates will describe the manner in which any such shortfalls will be allocated among the classes of such certificates. The related prospectus supplement will also describe any amounts available to offset such shortfalls.

Yield and Prepayment Considerations

A certificate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation thereof to reduce the principal balance (or notional amount, if applicable) of such certificate. The rate of principal payments on the mortgage loans in any trust fund will in turn be affected by the amortization schedules thereof (which, in the case of ARM Loans, may change periodically to accommodate adjustments to the interest rates with respect to such mortgage loans), the dates on which any balloon payments are due, and the rate of principal prepayments thereon (including for this purpose, voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the related mortgaged properties, or purchases of mortgage loans out of the related trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as described below), we cannot assure you as to such rate.

The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of interest-only certificates, result in the reduction of the Notional Amount thereof). If you purchase any offered certificates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the mortgage loans in the related trust fund could result in an actual yield to you that is lower than the yield you anticipated. If you purchase any offered certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on such mortgage loans could result in an actual yield to you that is lower than the yield you anticipated. In addition, if you purchase an offered certificate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of your offered certificates at a rate slower (or faster) than the rate anticipated by you during any particular period, any consequent adverse effects on your yield would not be fully offset by a subsequent like increase (or decrease) in the rate of principal payments.

In general, the Notional Amount of a class of interest-only certificates will either (i) be based on the principal balances of some or all of the mortgage assets or (ii) equal the Certificate Balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such interest-only certificates will be inversely related to the rate at which payments and other collections of principal are received on such mortgage assets or distributions are made in reduction of the Certificate Balances of such classes of certificates, as the case may be.

Consistent with the foregoing, if a class of certificates of any series consists of interest-only certificates or principal-only certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in principal-only certificates, and a higher than anticipated rate of principal prepayments on such mortgage loans will negatively affect the yield to investors in interest-only certificates. If the offered certificates of a series include any such certificates, the related prospectus supplement will include a table showing the effect of various constant assumed levels of prepayment on yields on such certificates. Such tables will be intended to illustrate the sensitivity of yields to various constant assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates.

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The extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation,

•  the availability of mortgage credit,
•  the relative economic vitality of the area in which the mortgaged properties are located,
•  the quality of management of the mortgaged properties,
•  the servicing of the mortgage loans,
•  possible changes in tax laws and other opportunities for investment.

In general, those factors which increase the attractiveness of selling a mortgaged property or refinancing a mortgage loan or which enhance a borrower’s ability to do so, as well as those factors which increase the likelihood of default under a mortgage loan, would be expected to cause the rate of prepayment in respect of any mortgage asset pool to accelerate. In contrast, those factors having an opposite effect would be expected to cause the rate of prepayment of any mortgage asset pool to slow.

The rate of principal payments on the mortgage loans in any trust fund may also be affected by the existence of Lock-out Periods and requirements that principal prepayments be accompanied by Prepayment Premiums, and by the extent to which such provisions may be practicably enforced. To the extent enforceable, such provisions could constitute either an absolute prohibition (in the case of a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) 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. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. Even in the case of ARM Loans, as prevailing market interest rates decline, and without regard to whether the interest rates on such ARM Loans decline in a manner consistent therewith, the related borrowers may have an increased incentive to refinance for purposes of either

•  converting to a fixed rate loan and thereby ‘‘locking in’’ such rate or
•  taking advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan.

Therefore, as prevailing market interest rates decline, prepayment speeds would be expected to accelerate.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. The depositor makes no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of such mortgage loans that will be paid as of any date or as to the overall rate of prepayment on such mortgage loans.

Weighted Average Life and Maturity

The rate at which principal payments are received on the mortgage loans in any trust fund will affect the ultimate maturity and the weighted average life of one or more classes of the certificates of such series. Weighted average life generally 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 such instrument is repaid to the investor. The weighted average life and maturity of a class of certificates of any series will be influenced by the rate at which principal on the related mortgage

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loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term ‘‘prepayment’’ includes voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to default, casualties or condemnations affecting the related mortgaged properties and purchases of mortgage loans out of the related trust fund), is paid to such class. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the Constant Prepayment Rate (‘‘CPR’’) prepayment model or the Standard Prepayment Assumption (‘‘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 such 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 such loans in the first month of the life of the loans and an additional 0.2% per annum in each month thereafter until the thirtieth month. Beginning in the thirtieth 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 purports to be 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. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.

The prospectus supplement with respect to each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates of such series with a Certificate Balance, and the percentage of the initial Certificate Balance of each such class that would be outstanding on specified Distribution Dates, based on the assumptions stated in such prospectus supplement, including assumptions that prepayments on the related mortgage loans are made at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in such prospectus supplement. Such tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.

Other Factors Affecting Yield, Weighted Average Life and Maturity

Balloon Payments; Extensions of Maturity.    Some or all of the mortgage loans included in a particular trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related mortgaged property, there is a possibility that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or the special servicer, to the extent and under the circumstances set forth herein and in the related prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of such certificates and, if such certificates were purchased at a discount, reduce the yield thereon.

Negative Amortization.    The weighted average life of a class of certificates can be affected by mortgage loans that permit negative amortization to occur (that is, mortgage loans that provide for the current payment of interest calculated at a rate lower than the rate at which interest accrues thereon, with the unpaid portion of such interest being added to the related principal

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balance). Negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the offered certificates of the related series. The related prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series. The portion of any mortgage loan negative amortization allocated to a class of certificates may result in a deferral of some or all of the interest payable thereon, which deferred interest may be added to the Certificate Balance thereof. In addition, an ARM Loan that permits negative amortization would be expected during a period of increasing interest rates to amortize at a slower rate (and perhaps not at all) than if interest rates were declining or were remaining constant. Such slower rate of mortgage loan amortization would correspondingly be reflected in a slower rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or that would bear the effects of a slower rate of amortization on such mortgage loans) may increase as a result of such feature.

Negative amortization may occur in respect of an ARM Loan that

•  limits the amount by which its scheduled payment may adjust in response to a change in its interest rate,
•  provides that its scheduled payment will adjust less frequently than its interest rate or
•  provides for constant scheduled payments notwithstanding adjustments to its interest rate.

Accordingly, during a period of declining interest rates, the scheduled payment on such a mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable interest rate, thereby resulting in the accelerated amortization of such mortgage loan. Any such acceleration in amortization of its principal balance will shorten the weighted average life of such mortgage loan and, correspondingly, the weighted average lives of those classes of certificates entitled to a portion of the principal payments on such mortgage loan.

The extent to which the yield on any offered certificate will be affected by the inclusion in the related trust fund of mortgage loans that permit negative amortization, will depend upon

•  whether such offered certificate was purchased at a premium or a discount and
•  the extent to which the payment characteristics of such mortgage loans delay or accelerate the distributions of principal on such certificate (or, in the case of a interest-only certificate, delay or accelerate the reduction of the notional amount thereof). See ‘‘— Yield and Prepayment Considerations’’ above.

Foreclosures and Payment Plans.    The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the 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 have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series.

Losses and Shortfalls on the Mortgage Assets.    The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects thereof.

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The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of Credit Support) will be allocated among the respective 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, such allocations may be effected by

•  a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or
•  establishing a priority of payments among such classes of certificates.

The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund.

Additional Certificate Amortization.    One or more classes of certificates of any series may provide for distributions of principal thereof from

•  amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates,
•  Excess Funds, or
•  any other amounts described in the related prospectus supplement.

Unless otherwise defined in the related prospectus supplement, ‘‘Excess Funds’’ will, in general, represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent

•  interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently accrued on the certificates of such series, or
•  prepayment premiums, payments from Equity Participations or any other amounts received on the mortgage assets in the related trust fund that do not constitute interest thereon or principal thereof.

The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of such certificates and, if such certificates were purchased at a premium, reduce the yield thereon. The related prospectus supplement will discuss the relevant factors to be considered in determining whether distributions of principal of any class of certificates out of such sources is likely to have any material effect on the rate at which such certificates are amortized and the consequent yield with respect thereto.

DESCRIPTION OF THE CERTIFICATES

General

Each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related Pooling Agreement.

If the related prospectus supplement so provides, a class of certificates may have two or more component parts, each having characteristics that are otherwise described herein as being attributable to separate and distinct classes. For example, a class of certificates may have a Certificate Balance on which it accrues interest at a fixed, floating, variable or adjustable rate. Such class of Certificates may also have certain characteristics attributable to interest-only certificates insofar as it may also entitle the holders thereof to distributions of interest accrued on a Notional Amount at a different fixed, floating, variable or adjustable rate. In addition, a class of certificates may accrue interest on one portion of its Certificate Balance at one fixed, floating, variable or adjustable rate and on another portion of its Certificate Balance at a different fixed, floating, variable or adjustable rate.

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Each class of offered certificates of a series will be issued in minimum denominations corresponding to the principal balances or, in case of certain classes of interest-only certificates or Residual Certificates, notional amounts or percentage interests, specified in the related prospectus supplement. If the related prospectus supplement so provides, one or more classes of offered certificates may be issued in fully registered, definitive form (such Certificates, ‘‘Definitive Certificates’’) or may be offered in book-entry format (such Certificates, ‘‘Book-Entry Certificates’’) through the facilities of DTC. The offered certificates of each series (if issued as Definitive Certificates) 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, other than any tax or other governmental charge payable in connection therewith. Interests in a class of Book-Entry Certificates will be transferred on the book-entry records of DTC and its participating organizations. If so specified in the related prospectus supplement, arrangements may be made for clearance and settlement through Clearstream Banking, société anonyme or the Euroclear System, if they are participants in DTC.

Distributions

Distributions on the certificates of each series will be made on each distribution date from the Available Distribution Amount for such series and such Distribution Date. The ‘‘Available Distribution Amount’’ for any series of certificates and any distribution date generally will refer to the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the holders of certificates of such series on such date. The particular components of the Available Distribution Amount for any series or class and distribution date will be more specifically described in the related prospectus supplement. If so specified in the related prospectus supplement, distributions for one or more classes of certificates may be based solely or primarily on specified mortgage assets or a specified group of mortgage assets in the trust fund.

Distributions on the certificates of each series (other than the final distribution in retirement of any such certificate) will be made to the persons in whose names such certificates are registered (which in the case of a series of Book-Entry Certificates may be the related depository) at the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs (or such other record date as may be specified in the related prospectus supplement) (the ‘‘Record Date’’), and the amount of each distribution will be determined as of the close of business on the date (the ‘‘Determination Date’’) specified in the related prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in such class in proportion to the respective Percentage Interests evidenced thereby or in such other distribution priority as may be specified in the related prospectus supplement. Payments will be made either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the person required to make such payments with wiring instructions no later than the related Record Date or such other date specified in the related prospectus supplement (and, if so provided in the related prospectus supplement, such certificateholder holds certificates in the requisite amount or denomination specified therein), or by check mailed to the address of such certificateholder as it appears on the Certificate Register; provided, however, that the final distribution in retirement of any class of certificates (whether Definitive Certificates or Book-Entry Certificates) will be made only upon presentation and surrender of such certificates at the location specified in the notice to Certificateholders of such final distribution. The undivided percentage interest (the ‘‘Percentage Interest’’) represented by an offered certificate of a particular class will be equal to the percentage obtained by dividing the initial principal balance or notional amount of such certificate by the initial Certificate Balance or Notional Amount of such class.

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Distributions of Interest on the Certificates

Each class of certificates of each series (other than certain classes of principal-only certificates and certain classes of Residual Certificates that have no pass-through rate) may have a different pass-through rate, which in each case may be fixed, floating, variable or adjustable. The related prospectus supplement will specify the pass-through rate or, in the case of a floating, variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class of offered certificates. Such interest rates may include, without limitation, a rate based on a specified portion of the interest on some or all of the related mortgage assets, a rate based on the weighted average of the interest rates for some or all of the related mortgage assets or a rate based on a differential between the rates on some or all of the related mortgage assets and the rates of some or all of the other certificates of the related series, or a rate based on a percentage or combination of any one or more of the foregoing rates. Any such rate may be subject to a maximum rate, including without limitation a maximum rate based on the weighted average interest rate of the mortgage assets or a portion thereof or a maximum rate based on funds available for payment, or may be subject to a minimum rate.

If so specified in the related prospectus supplement, an interest rate exchange agreement or other derivative instrument may be used to permit issuance of a series or class of certificates that accrues interest on a different basis than the underlying assets; for example, one or more classes of floating rate certificates may be issued from a trust fund that contains fixed rate assets, or one or more classes of fixed rate certificates may be issued from a trust fund that contains floating rate assets, by using an interest rate exchange agreement or other derivative instrument to alter the payment characteristics of such assets.

The related prospectus supplement will specify whether interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months, on an actual/360 basis or on another basis.

Distributions of interest with respect to one or more classes of certificates (collectively, ‘‘Accrual Certificates’’) may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates, and interest accrued with respect to a class of Accrual Certificates prior to the occurrence of such an event will either be added to the Certificate Balance thereof or otherwise deferred as described in the related prospectus supplement.

Distributions of interest in respect of any class of certificates (other than a class of Accrual Certificates, and other than any class of principal-only certificates or Residual Certificates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for such class and such distribution date, subject to the sufficiency of that portion, if any, of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on such class will be added to the Certificate Balance thereof on each distribution date or otherwise deferred as described in the related prospectus supplement.

With respect to each class of certificates (other than certain classes of interest-only certificates and certain classes of Residual Certificates), the ‘‘Accrued Certificate Interest’’ for each distribution date will be equal to interest at the applicable pass-through rate accrued for a specified period (generally the most recently ended calendar month) on the outstanding Certificate Balance of such class of certificates immediately prior to such distribution date.

The Accrued Certificate Interest for each distribution date on a class of interest-only certificates generally will be similarly calculated except that it will accrue on a Notional Amount that is either

•  based on the principal balances of some or all of the mortgage assets (or portions thereof) in the related trust fund or

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•  equal to the Certificate Balances (or one or more portions thereof) of one or more other classes of certificates of the same series. Reference to a Notional Amount with respect to a class of interest-only certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal or
•  such other formula as may be specified in the related prospectus supplement.

If so specified in the related prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) one or more classes of the certificates of a series may be reduced to the extent that any Prepayment Interest Shortfalls, as described under ‘‘Yield and Maturity Considerations — Certain Shortfalls in Collections of Interest,’’ exceed the amount of any sums that are applied to offset the amount of such shortfalls, or may be applied to cover interest shortfalls on other Classes of Certificates. The particular manner in which such shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the related prospectus supplement.

The related prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. If so specified in the related prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the Certificate Balance of such class. See ‘‘Risk Factors — Prepayments May Reduce the Average Life of Your Certificates’’ and ‘‘— Prepayments May Reduce the Yield on Your Certificates’’ and ‘‘Yield and Maturity Considerations — Certain Shortfalls in Collections of Interest.’’

Distributions of Principal of the Certificates

Each class of certificates of each series (other than certain classes of interest-only certificates and certain classes of Residual Certificates) will have an initial stated principal amount (a ‘‘Certificate Balance’’), which, at any time, will equal the then maximum amount that the holders of certificates of such class will be entitled to receive as principal out of the future cash flow on the mortgage assets and other assets included in the related trust fund. The outstanding Certificate Balance of a class of certificates will be reduced by distributions of principal made thereon from time to time and, if and to the extent so provided in the related prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated thereto from time to time. In turn, the outstanding Certificate Balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets being allocated thereto from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest thereon are required to commence, by the amount of any Accrued Certificate Interest in respect thereof (reduced as described above). The initial aggregate Certificate Balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of a specified date (the ‘‘Cut-off Date’’), after application of scheduled payments due on or before such date, whether or not received. The initial Certificate Balance of each class of a series of certificates will be specified in the related prospectus supplement. As and to the extent described in the related prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series entitled thereto until the Certificate Balances of such certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certificates may not

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commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. In addition, distributions of principal on one or more classes of Certificates may be made solely or primarily from distributions of principal on specified mortgage assets or a specified group of mortgage assets in the trust fund

Distributions of principal with respect to one or more classes of certificates (each such class, a ‘‘Controlled Amortization Class’’) may be made, subject to available funds, based on a specified principal payment schedule. Distributions of principal with respect to one or more other classes of certificates (each such class, a ‘‘Companion Class’’) may be contingent on the specified principal payment schedule for a Controlled Amortization Class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of such class, or in such other distribution priority as may be specified in the related prospectus supplement.

Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations

If so provided in the related prospectus supplement, Prepayment Premiums or payments in respect of Equity Participations received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement. Alternatively, such items may be retained by the depositor or any of its affiliates or by any other specified person and/or may be excluded as trust assets.

Allocation of Losses and Shortfalls

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of Credit Support) will be allocated among the respective 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, such allocations may be effected by

•  a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or
•  establishing a priority of payments among such classes of certificates. See ‘‘Description of Credit Support.’’

Advances

If and to the extent provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of Credit Support and/or any other specified person may be obligated to advance, or have the option of advancing, on or before each distribution date, from its or their own funds or from excess funds held in the related Certificate Account that are not part of the Available Distribution Amount for the related series of certificates for such distribution date, an amount up to the aggregate of any payments of principal (other than the principal portion of any balloon payments) and interest that were due on or in respect of such mortgage loans during the related Due Period and were delinquent on the related determination date.

In addition, if so specified in the related prospectus supplement, advances may also be made to cover property protection expenses, such as, for example, taxes, insurance payments and ground rent, and other servicing expenses, such as, for example, the costs of realizing on a defaulted mortgage loan, or any other items specified in the related prospectus supplement.

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Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Accordingly, all advances made out of a specific entity’s own funds will be reimbursable out of related recoveries on the mortgage loans (including amounts drawn under any fund or instrument constituting Credit Support) respecting which such advances were made (as to any mortgage loan, ‘‘Related Proceeds’’) and such other specific sources as may be identified in the related prospectus supplement, including, in the case of a series that includes one or more classes of subordinate certificates, if so identified, collections on other mortgage assets in the related trust fund that would otherwise be distributable to the holders of one or more classes of such subordinate certificates. No advance will be required to be made by a master servicer, special servicer or trustee if, in the judgment of the master servicer, special servicer or trustee, as the case may be, such advance would not be recoverable from Related Proceeds or another specifically identified source (any such advance, a ‘‘Nonrecoverable Advance’’); and, if previously made by a master servicer, special servicer or trustee, a Nonrecoverable Advance will be reimbursable thereto from any amounts in the related Certificate Account prior to any distributions being made to the related series of certificateholders.

If advances have been made by a master servicer, special servicer, trustee or other entity from excess funds in a Certificate Account, such master servicer, special servicer, trustee or other entity, as the case may be, will be required to replace such funds in such Certificate Account on or prior to any future distribution date to the extent that funds in such Certificate Account on such distribution date are less than payments required to be made to the related series of certificateholders on such date. If so specified in the related prospectus supplement, the obligation of a master servicer, special servicer, trustee or other entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, information regarding the characteristics of, and the identity of any obligor on, any such surety bond, will be set forth in the related prospectus supplement.

If and to the extent so provided in the related prospectus supplement, any entity making advances will be entitled to receive interest on certain or all of such advances for a specified period during which such advances are outstanding at the rate specified in such prospectus supplement, and such entity will be entitled to payment of such interest periodically from general collections on the mortgage loans in the related trust fund prior to any payment to the related series of certificateholders or as otherwise provided in the related Pooling Agreement and described in such prospectus supplement. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes MBS will describe any comparable advancing obligation of a party to the related Pooling Agreement or of a party to the related MBS Agreement.

Reports to Certificateholders

On each distribution date, together with the distribution to the holders of each class of the offered certificates of a series, a master servicer, Manager or Trustee, as provided in the related prospectus supplement, will forward to each such holder, a statement (a ‘‘Distribution Date Statement’’) that, generally, will set forth, among other things, in each case to the extent applicable:

(i)    the amount of such distribution to holders of such class of offered certificates that was applied to reduce the Certificate Balance thereof;

(ii)    the amount of such distribution to holders of such class of offered certificates that was applied to pay Accrued Certificate Interest;

(iii)    the amount, if any, of such distribution to holders of such class of offered certificates that was allocable to (A) Prepayment Premiums and (B) payments on account of Equity Participations;

(iv)    the amount, if any, by which such distribution is less than the amounts to which holders of such class of offered certificates are entitled;

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(v)    if the related trust fund includes mortgage loans, the aggregate amount of advances included in such distribution;

(vi)    if the related trust fund includes mortgage loans, the amount of servicing compensation received by the related master servicer (and, if payable directly out of the related trust fund, by any special servicer and any sub-servicer) and, if the related trust fund includes MBS, the amount of administrative compensation received by the MBS Administrator;

(vii)    information regarding the aggregate principal balance of the related mortgage assets on or about such distribution date;

(viii)    if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of such mortgage loans that are delinquent;

(ix)    if the related trust fund includes mortgage loans, information regarding the aggregate amount of losses incurred and principal prepayments made with respect to such mortgage loans during the related Due Period;

(x)    the Certificate Balance or Notional Amount, as the case may be, of such class of certificates at the close of business on such distribution date, separately identifying any reduction in such Certificate Balance or Notional Amount due to the allocation of any losses in respect of the related mortgage assets, any increase in such Certificate Balance or Notional Amount due to the allocation of any negative amortization in respect of the related mortgage assets and any increase in the Certificate Balance of a class of Accrual Certificates, if any, in the event that Accrued Certificate Interest has been added to such balance;

(xi)    if such class of offered certificates has a floating, variable or adjustable pass- through rate, the pass-through rate applicable thereto for such distribution date and, if determinable, for the next succeeding distribution date;

(xii)    the amount deposited in or withdrawn from any reserve fund on such distribution date, and the amount remaining on deposit in such reserve fund as of the close of business on such distribution date;

(xiii)    if the related trust fund includes one or more instruments of Credit Support, the amount of coverage under each such instrument as of the close of business on such distribution date; and

(xiv)    the amount of Credit Support being afforded by any classes of subordinate certificates.

In the case of information furnished pursuant to subclauses (i)-(iii) above, the amounts will be expressed as a dollar amount per specified denomination of the relevant class of offered certificates or as a percentage. The prospectus supplement for each series of certificates may describe additional information to be included in reports to the holders of the offered certificates of such series.

Within a reasonable period of time after the end of each calendar year, the master servicer, MBS Administrator or trustee for a series of certificates, 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 of such series a statement containing the information set forth in subclauses (i)-(iii) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, ‘‘ — Book-Entry Registration and Definitive Certificates’’ below.

If the trust fund for a series of certificates includes MBS, the ability of the related master servicer, MBS Administrator or trustee, as the case may be, to include in any Distribution Date Statement information regarding the mortgage loans underlying such MBS will depend on the reports received with respect to such MBS. In such cases, the related prospectus supplement will

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describe the loan-specific information to be included in the Distribution Date Statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them. The depositor will provide the same information with respect to any MBS in its own reports that were publicly offered and the reports the related MBS Issuer provides to the Trustee if privately issued.

Voting Rights

The voting rights evidenced by each series of certificates (as to such series, the ‘‘Voting Rights’’) will be allocated among the respective classes of such series in the manner described in the related prospectus supplement.

Certificateholders will generally not have a right to vote, except with respect to required consents to certain amendments to the related Pooling Agreement and as otherwise specified in the related prospectus supplement. See ‘‘Description of the Pooling Agreements — Amendment.’’ The holders of specified amounts of certificates of a particular series will have the right to act as a group to remove the related trustee and also upon the occurrence of certain events which if continuing would constitute an Event of Default on the part of the related master servicer, special servicer or REMIC Administrator. See ‘‘Description of the Pooling Agreements — Events of Default,’’ ‘‘—  Rights Upon Event of Default’’ and ‘‘— Resignation and Removal of the Trustee.’’

Termination

The obligations created by the Pooling Agreement for each series of certificates will terminate following

•  the final payment or other liquidation of the last mortgage asset subject thereto or the disposition of all property acquired upon foreclosure of any mortgage loan subject thereto and
•  the payment (or provision for payment) to the certificateholders of that series of all amounts required to be paid to them pursuant to such Pooling Agreement.

Written notice of termination of a Pooling Agreement will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of such series at the location to be specified in the notice of termination.

If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the purchase of the mortgage assets in the related trust fund by the party or parties specified therein, under the circumstances and in the manner set forth therein, including without limitation by acquisition of the mortgage loans for cash or in exchange for the certificates.

In addition, if so provided in the related prospectus supplement upon the reduction of the Certificate Balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party designated therein may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth therein. The solicitation of bids will be conducted in a commercially reasonable manner and, generally, assets will be sold at their fair market value. Circumstances may arise in which such fair market value may be less than the unpaid balance of the mortgage loans sold and therefore, as a result of such a sale, the Certificateholders of one or more classes of certificates may receive an amount less than the Certificate Balance of, and accrued unpaid interest on, their certificates.

If any class of certificates has an optional termination feature that may be exercised when 25% or more of the original principal balance of the mortgage assets in the related trust fund is still outstanding, the title of such class of certificates will include the word ‘‘callable.’’

Book-Entry Registration and Definitive Certificates

If so provided in the prospectus supplement for a series of certificates, one or more classes of the offered certificates of such series will be offered in book-entry format through the facilities

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of DTC, and each such class will be represented by one or more global certificates registered in the name of The Depository Trust Company (‘‘DTC’’) or its nominee. If so provided in the prospectus supplement, arrangements may be made for clearance and settlement through the Euroclear System or Clearstream Banking, société anonyme, if they are participants in DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a ‘‘banking corporation’’ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code, and a ‘‘clearing agency’’ registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (‘‘DTC Participants’’) and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants 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 DTC Participants 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 a DTC Participant that maintains as account with DTC. The rules applicable to DTC and DTC Participants are on file with the Commission.

Purchases of Book-Entry Certificates under the DTC system must be made by or through, and will be recorded on the records of, the brokerage firm, bank, thrift institution or other financial intermediary (each, a ‘‘Financial Intermediary’’) that maintains the beneficial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such certificates will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC Participant). Therefore, the beneficial owner must rely on the foregoing procedures to evidence its beneficial ownership of such certificates. The beneficial ownership interest of the owner of a Book-Entry Certificate (a ‘‘Certificate Owner’’) may only be transferred by compliance with the rules, regulations and procedures of such Financial Intermediaries and DTC Participants.

DTC has no knowledge of the actual Certificate Owners; DTC’s records reflect only the identity of the DTC Participants to whose accounts such certificates are credited, which may or may not be the Certificate Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC Participants and by DTC Participants to Financial Intermediaries and Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the Book-Entry Certificates will be made to DTC. DTC’s practice is to credit DTC Participants’ accounts on the related distribution 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 such date. Disbursement of such distributions by DTC Participants to Financial Intermediaries and Certificate Owners will be 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 will be the responsibility of each such DTC Participant (and not of DTC, the depositor or any trustee, master servicer, special servicer or MBS Administrator), subject to any statutory or regulatory requirements as may be in effect from time to time. Accordingly, under a book-entry system, Certificate Owners may receive payments after the related Distribution Date.

The only ‘‘certificateholder’’ (as such term is used in the related Pooling Agreement) of Book-Entry Certificates will be the nominee of DTC (or another depository specified in the related prospectus supplement), and the Certificate Owners will not be recognized as certificateholders

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under the Pooling Agreement. Certificate Owners will be permitted to exercise the rights of certificateholders under the related Pooling Agreement only indirectly through the DTC Participants who in turn will exercise their rights through DTC. The depositor has been informed that DTC will take action permitted to be taken by a certificateholder under a Pooling Agreement only at the direction of one or more DTC Participants to whose account with DTC interests in the Book-Entry Certificates are credited. DTC may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such certificates.

Because DTC can act only on behalf of DTC Participants, who in turn act on behalf of Financial Intermediaries and certain Certificate Owners, the ability of a Certificate Owner to pledge its interest in Book-Entry Certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in Book-Entry Certificates, may be limited due to the lack of a physical certificate evidencing such interest.

Generally, Certificates initially issued in book-entry form will be issued as Definitive Certificates to Certificate Owners or their nominees, rather than to DTC or its nominee, only if

•  the depositor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such certificates and the depositor is unable to locate a qualified successor or
•  the depositor, at its option, elects to terminate the book-entry system through DTC with respect to such certificates. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all DTC Participants of the availability through DTC of Definitive Certificates. Upon surrender by DTC of the certificate or certificates representing a class of Book-Entry Certificates, together with instructions for registration, the trustee for the related series or other designated party will be required to issue to the Certificate Owners identified in such instructions the Definitive Certificates to which they are entitled, and thereafter the holders of such Definitive Certificates will be recognized as ‘‘Certificateholders’’ under and within the meaning of the related Pooling Agreement.

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DESCRIPTION OF THE POOLING AGREEMENTS

General

The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement (in any case, a ‘‘Pooling Agreement’’). In general, the parties to a Pooling Agreement will include the depositor, the trustee, the master servicer, the special servicer and, if one or more REMIC elections have been made with respect to the trust fund, a REMIC administrator. However, a Pooling Agreement that relates to a trust fund that includes MBS may include an MBS Administrator as a party, but may not include a master servicer, special servicer or other servicer as a party. All parties to each Pooling Agreement under which certificates of a series are issued will be identified in the related prospectus supplement. If so specified in the related prospectus supplement, the mortgage asset seller or an affiliate thereof may perform the functions of master servicer, special servicer, MBS Administrator or REMIC administrator. If so specified in the related prospectus supplement, the master servicer may also perform the duties of special servicer, and the master servicer, the special servicer or the trustee may also perform the duties of REMIC administrator. Any party to a Pooling Agreement or any affiliate thereof may own certificates issued thereunder; however, except in limited circumstances (including with respect to required consents to certain amendments to a Pooling Agreement), certificates issued thereunder that are held by the master servicer or special servicer for the related series 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 each Pooling Agreement will vary depending upon the nature of the certificates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a Pooling Agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will describe any provision of the related Pooling Agreement that materially differs from the description thereof contained in this prospectus and, if the related trust fund includes MBS, will summarize all of the material provisions of the related Pooling Agreement. The summaries herein do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Pooling Agreement for each series of certificates and the description of such provisions in the related prospectus supplement. The depositor will provide a copy of the Pooling Agreement (without exhibits) that relates to any series of certificates without charge upon written request of a holder of a certificate of such series addressed to it at its principal executive offices specified herein under ‘‘The Depositor.’’

Assignment of Mortgage Loans; Repurchases

At the time of issuance of any series of certificates, the Depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, except to the extent otherwise described in the related prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-off Date, other than principal and interest due on or before the Cut-off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related Pooling Agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include

•  the address of the related mortgaged property and type of such property;
•  the mortgage rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information;
•  the original and remaining term to maturity;

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•  the amortization term; and
•  the original and outstanding principal balance.

In addition, except as may be otherwise specified in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), the depositor will, as to each mortgage loan to be included in a trust fund, deliver, or cause to be delivered, to the related trustee (or to a custodian appointed by the trustee as described below)

•  the mortgage note endorsed, without recourse, either in blank or to the order of such trustee (or its nominee),
•  the mortgage with evidence of recording indicated thereon (except for any mortgage not returned from the public recording office),
•  an assignment of the mortgage in blank or to the trustee (or its nominee) in recordable form, together with any intervening assignments of the mortgage with evidence of recording thereon (except for any such assignment not returned from the public recording office), and,
•  if applicable, any riders or modifications to such mortgage note and mortgage, together with certain other documents at such times as set forth in the related Pooling Agreement.

Such assignments may be blanket assignments covering mortgages on mortgaged properties located in the same county, if permitted by law. Notwithstanding the foregoing, a trust fund may include mortgage loans where the original mortgage note is not delivered to the trustee if the depositor delivers, or causes to be delivered, to the related trustee (or such custodian) a copy or a duplicate original of the mortgage note, together with an affidavit certifying that the original thereof has been lost or destroyed. In addition, if the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because of a delay caused by the public recording office, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment as submitted for recording. The depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) such mortgage or assignment with evidence of recording indicated thereon after receipt thereof from the public recording office. If the depositor cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording thereon concurrently with the execution and delivery of the related Pooling Agreement because such mortgage or assignment has been lost, the depositor will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment with evidence of recording thereon. Except as may be otherwise specified in the related prospectus supplement (which may provide for other arrangements, including electronic registration of transfer of such documents), assignments of mortgage to the trustee (or its nominee) will be recorded in the appropriate public recording office, except in states where, in the opinion of counsel acceptable to the trustee, such recording is not required to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or the originator of such mortgage loan.

The trustee (or a custodian appointed by the trustee) for a series of certificates will be required to review the mortgage loan documents delivered to it within a specified period of days after receipt thereof, and the trustee (or such custodian) will hold such documents in trust for the benefit of the certificateholders of such series. Unless otherwise specified in the related prospectus supplement, if any such document is found to be missing or defective, and such omission or defect, as the case may be, materially and adversely affects the interests of the certificateholders of the related series, the trustee (or such custodian) will be required to notify the master servicer, the special servicer and the depositor, and one of such persons will be required to notify the relevant mortgage asset seller. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a specified number of days after receipt of such

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notice, then, except as otherwise specified below or in the related prospectus supplement, the mortgage asset seller will be obligated to repurchase the related mortgage loan from the trustee at a price generally equal to the unpaid principal balance thereof, together with accrued but unpaid interest through a date on or about the date of purchase, or at such other price as will be specified in the related prospectus supplement (in any event, the ‘‘Purchase Price’’). If so provided in the prospectus supplement for a series of certificates, a mortgage asset seller, in lieu of repurchasing a mortgage loan as to which there is missing or defective loan documentation, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy specified in the related prospectus supplement. This repurchase or substitution obligation or other specified remedy will constitute the sole remedy to holders of the certificates of any series or to the related trustee on their behalf for missing or defective mortgage loan documentation, and neither the depositor nor, unless it is the mortgage asset seller, the master servicer or the special servicer will be obligated to purchase or replace a mortgage loan if a mortgage asset seller defaults on its obligation to do so.

The trustee will be authorized at any time to appoint one or more custodians pursuant to a custodial agreement to hold title to the mortgage loans in any trust fund and to maintain possession of and, if applicable, to review the documents relating to such mortgage loans, in any case as the agent of the trustee. The identity of any such custodian to be appointed on the date of initial issuance of the certificates will be set forth in the related prospectus supplement.

Representations and Warranties; Repurchases

Generally, the depositor will, with respect to each mortgage loan in the related trust fund, make or assign, or cause to be made or assigned, certain representations and warranties (the person making such representations and warranties, the ‘‘Warranting Party’’) covering, by way of example:

•  the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related Pooling Agreement;
•  the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage;
•  the Warranting Party’s title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and
•  the payment status of the mortgage loan.

It is expected that in most cases the Warranting Party will be the mortgage asset seller. However, the Warranting Party may also be an affiliate of the mortgage asset seller, the depositor or an affiliate of the depositor, the master servicer, the special servicer or another person acceptable to the depositor. The Warranting Party, if other than the mortgage asset seller, will be identified in the related prospectus supplement.

Generally the Pooling Agreements will provide that the master servicer and/or trustee will be required to notify promptly any Warranting Party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the certificateholders of the related series. If such Warranting Party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the related prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee at the applicable Purchase Price. If so provided in the prospectus supplement for a series of certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be

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described in the prospectus supplement, to pay an amount equal to the loss in value of the mortgage loan, or to provide another remedy specified in the related prospectus supplement. This repurchase or substitution obligation or other specified remedy will constitute the sole remedy available to holders of the certificates of any series or to the related trustee on their behalf for a breach of representation and warranty by a Warranting Party, and neither the Depositor nor the master servicer, in either case unless it is the Warranting Party, will be obligated to purchase or replace a mortgage loan if a Warranting Party defaults on its obligation to do so.

In some cases, representations and warranties will have been made in respect of a mortgage loan as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor’s attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of the date of issuance. The date as of which the representations and warranties regarding the mortgage loans in any trust fund were made will be specified in the related prospectus supplement.

Collection and Other Servicing Procedures

The master servicer and the special servicer for any mortgage pool, directly or through sub-servicers, will each be obligated under the related pooling agreement to service and administer the mortgage loans in such mortgage pool for the benefit of the related certificateholders, in accordance with applicable law and further in accordance with the terms of such pooling agreement, such mortgage loans and any instrument of Credit Support included in the related trust fund and in accordance with such other requirements as may be specified in the related prospectus supplement. 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 such 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 will be required to make reasonable efforts to collect all payments called for under the terms and provisions of the mortgage loans that it services and will be obligated to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided (i) such procedures are consistent with the terms of the related pooling agreement and (ii) do not impair recovery under any instrument of Credit Support included in the related trust fund. Consistent with the foregoing, generally the master servicer and the special servicer will each be permitted, in its discretion, to waive any prepayment premium, late payment charge or other charge in connection with any mortgage loan; provided that, if so specified in the related prospectus supplement such right may be given to another party, including a class of certificateholders.

The master servicer and the special servicer for any trust fund, either separately or jointly, directly or through sub-servicers, will also be required to perform as to the mortgage loans in such trust fund various other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts, if required under the related Pooling Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; negotiating modifications; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) mortgaged properties acquired on behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an ‘‘REO Property’’); and maintaining servicing records relating to such mortgage loans. The related prospectus supplement will specify when and the extent to which servicing of a mortgage loan is to be transferred from the master servicer to the special servicer. In general, and subject to the discussion in the related prospectus supplement, a special servicer will be responsible for the servicing and administration of:

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•  mortgage loans that are delinquent in respect of a specified number of scheduled payments;
•  mortgage loans as to which the related borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or similar insolvency proceeding, or the related borrower has become the subject of a decree or order for such a proceeding which shall have remained in force undischarged or unstayed for a specified number of days; and
•  REO Properties.

If so specified in the related prospectus supplement, a pooling agreement also may provide that if a default on a mortgage loan 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 thereof, in whole or in part, to the related special servicer. Generally when the circumstances (as set forth in the related prospectus supplement) no longer warrant a special servicer’s continuing to service a particular mortgage loan (e.g., the related borrower is paying in accordance with the forbearance arrangement entered into between the special servicer and such borrower), the master servicer will resume the servicing duties with respect thereto. If and to the extent provided in the related Pooling Agreement and described in the related prospectus supplement, a special servicer may perform certain limited duties in respect of mortgage loans for which the master servicer is primarily responsible (including, if so specified, performing property inspections and evaluating financial statements); and a master servicer may perform certain limited duties in respect of any mortgage loan for which the special servicer is primarily responsible (including, if so specified, continuing to receive payments on such mortgage loan (including amounts collected by the special servicer), making certain calculations with respect to such mortgage loan and making remittances and preparing certain reports to the trustee and/or certificateholders with respect to such mortgage loan. Generally the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of Credit Support. See ‘‘Description of Credit Support.’’

A mortgagor’s failure to make required mortgage loan payments may mean that operating income 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 mortgagor 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 mortgaged property. In general, the related special servicer will be required to

•  monitor any mortgage loan 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 mortgaged property,
•  initiate corrective action in cooperation with the Mortgagor if cure is likely,
•  inspect the related mortgaged property and
•  take such other actions as it deems necessary and appropriate.

A significant period of time may elapse before the special servicer is able to assess the success of any such corrective action or the need for additional initiatives. The time within which the special servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders of the related series may vary considerably depending on the particular mortgage loan, the mortgaged property, the mortgagor, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a mortgagor files a bankruptcy petition, the special servicer may not be permitted to accelerate the maturity of the mortgage loan or to foreclose on the related mortgaged property for a considerable period of time. See ‘‘Certain Legal Aspects of Mortgage Loans — Bankruptcy Laws.’’

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Mortgagors may, from time to time, request partial releases of the mortgaged properties, easements, consents to alteration or demolition and other similar matters. In general, the master servicer may approve such a request if it has determined, exercising its business judgment in accordance with the applicable servicing standard, that such approval will not adversely affect the security for, or the timely and full collectability of, the related mortgage loan. Any fee collected by the master servicer for processing such request will be retained by the master servicer as additional servicing compensation.

Primary Servicers and Sub-Servicers

A master servicer or special servicer may delegate its servicing obligations in respect of the mortgage loans serviced thereby to one or more third-party servicers; provided that, generally such master servicer or special servicer will remain obligated under the related Pooling Agreement. Generally each primary servicing agreement or sub-servicing agreement between a master servicer and a primary servicer or sub-servicer must provide for servicing of the applicable mortgage loans consistent with the related Pooling Agreement. The master servicer and special servicer in respect of any mortgage asset pool will each be required to monitor the performance of primary servicers or sub-servicers retained by it and will have the right to remove a primary servicer or sub-servicer retained by it upon specified events of default consistent with those of the master servicer or special servicer under the related Pooling Agreement. Generally, a master servicer or special servicer will be solely liable for all fees owed by it to any primary servicer or sub-servicer, irrespective of whether the master servicer’s or special servicer’s compensation pursuant to the related Pooling Agreement is sufficient to pay such fees; however, if so provided in the related prospectus supplement such fees may be payable directly from the trust fund. Each primary servicer and sub-servicer will be reimbursed by the master servicer or special servicer, as the case may be, that retained it for certain expenditures which it makes, generally to the same extent such master servicer or special servicer would be reimbursed under a Pooling Agreement. See ‘‘— Certificate Account’’ and ‘‘— Servicing Compensation and Payment of Expenses.’’

Certificate Account

General.    The master servicer, the trustee and/or the special servicer will, as to each trust fund that includes mortgage loans, establish and maintain or cause to be established and maintained the corresponding Certificate Account, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. A Certificate Account may be maintained as an interest-bearing or a non-interest-bearing account and the funds held therein may be invested pending each succeeding distribution date in United States government securities and other investment grade obligations that are acceptable to each rating agency that has rated any one or more classes of certificates of the related series (‘‘Permitted Investments’’). Such Permitted Investments include

•  federal funds,
•  uncertificated certificates of deposit,
•  time deposits,
•  bankers’ acceptances and repurchase agreements,
•  certain United States dollar-denominated commercial paper,
•  units of money market funds that maintain a constant net asset value and any other obligations or security acceptable to each rating agency.

Any interest or other income earned on funds in a Certificate Account will be paid to the related master servicer, Trustee or special servicer as additional compensation or to such other party specified in the prospectus supplement for the related trust. A Certificate Account may be maintained with the related master servicer, special servicer, trustee or mortgage asset seller or with a depository institution that is an affiliate of any of the foregoing or of the depositor, provided

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that it complies with applicable rating agency standards. If permitted by the applicable rating agency or agencies, a Certificate Account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or special servicer or serviced by either on behalf of others.

Deposits.    Generally, the following payments and collections received or made by the master servicer, the trustee or the special servicer subsequent to the Cut-off Date (other than payments due on or before the Cut-off Date) are to be deposited in the Certificate Account (or such sub-account thereof or other account as may be specified in the related prospectus supplement) for each trust fund that includes mortgage loans, within a certain period following receipt (in the case of collections on or in respect of the mortgage loans) or otherwise as provided in the related Pooling Agreement:

(1)    all payments on account of principal, including principal prepayments, on the mortgage loans;

(2)    all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer or the special servicer as its servicing compensation or as compensation to the trustee;

(3)    all proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan or in connection with the full or partial condemnation of a mortgaged property (other than proceeds applied to the restoration of the property or released to the related borrower) (‘‘Insurance Proceeds’’ and ‘‘Condemnation Proceeds,’’ respectively) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise (such amounts, together with those amounts listed in clause (7) below, ‘‘Liquidation Proceeds’’), together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise;

(4)    any amounts paid under any instrument or drawn from any fund that constitutes Credit Support for the related series of certificates;

(5)    any advances made with respect to delinquent scheduled payments of principal and interest on the mortgage loans;

(6)    any amounts paid under any Cash Flow Agreement;

(7)    all proceeds of the purchase of any mortgage loan, or property acquired in respect thereof, by the Depositor, any mortgage asset seller or any other specified person as described under ‘‘— Assignment of mortgage loans; Repurchases’’ and ‘‘— Representations and Warranties; Repurchases,’’ all proceeds of the purchase of any defaulted mortgage loan as described under ‘‘— Realization Upon Defaulted Mortgage Loans,’’ and all proceeds of any mortgage asset purchased as described under ‘‘Description of the Certificates — Termination; Retirement of Certificates’’;

(8)    to the extent that any such item does not constitute additional servicing compensation to the master servicer or the special servicer and is not otherwise retained by the depositor or another specified person, any payments on account of modification or assumption fees, late payment charges, prepayment premiums or Equity Participations with respect to the mortgage loans;

(9)    all payments required to be deposited in the Certificate Account with respect to any deductible clause in any blanket insurance policy as described under ‘‘— Hazard Insurance Policies’’;

(10)    any amount required to be deposited by the master servicer, the special servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer, the special servicer or the trustee, as the case may be, of funds held in the Certificate Account; and

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(11)    any other amounts received on or in respect of the mortgage loans required to be deposited in the Certificate Account as provided in the related Pooling Agreement and described in the related prospectus supplement.

Withdrawals.    A master servicer, trustee or special servicer generally may make withdrawals from the Certificate Account for each trust fund that includes mortgage loans for any of the following purposes:

(1)    to make distributions to the certificateholders on each distribution date;

(2)    to pay the master servicer or the special servicer any servicing fees not previously retained thereby, such payment to be made out of payments and other collections of interest on the particular mortgage loans as to which such fees were earned;

(3)    to reimburse the master servicer, the special servicer or any other specified person for unreimbursed advances of delinquent scheduled payments of principal and interest made by it, and certain unreimbursed servicing expenses incurred by it, with respect to mortgage loans in the trust fund and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent late payments collected on the particular mortgage loans, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such advances were made or such expenses were incurred or out of amounts drawn under any form of Credit Support with respect to such mortgage loans and properties, or if in the judgment of the master servicer, the special servicer or such other person, as applicable, such advances and/or expenses will not be recoverable from such amounts, such reimbursement to be made from amounts collected on other mortgage loans in the same trust fund or, if and to the extent so provided by the related Pooling Agreement and described in the related prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certificates of the related series;

(4)    if and to the extent described in the related prospectus supplement, to pay the master servicer, the special servicer or any other specified person interest accrued on the advances and servicing expenses described in clause (3) above incurred by it while such remain outstanding and unreimbursed;

(5)    to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under ‘‘— Realization Upon Defaulted Mortgage Loans’’;

(6)    to reimburse the master servicer, the special servicer, the REMIC administrator, the depositor, the trustee, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under ‘‘— Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor’’ and ‘‘— Certain Matters Regarding the Trustee’’;

(7)    if and to the extent described in the related prospectus supplement, to pay the fees of the trustee, the REMIC administrator and any provider of Credit Support;

(8)    if and to the extent described in the related prospectus supplement, to reimburse prior draws on any form of Credit Support;

(9)    to pay the master servicer, the special servicer or the trustee, as appropriate, interest and investment income earned in respect of amounts held in the Certificate Account as additional compensation;

(10)    to pay any servicing expenses not otherwise required to be advanced by the master servicer, the special servicer or any other specified person;

(11)    if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets

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or transactions, as and to the extent described under ‘‘Certain Federal Income Tax Consequences — REMICs — Prohibited Transactions Tax and Other Taxes’’;

(12)    to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling Agreement for the benefit of certificateholders;

(13)    to make any other withdrawals permitted by the related Pooling Agreement and described in the related prospectus supplement; and

(14)    to clear and terminate the Certificate Account upon the termination of the trust fund.

Modifications, Waivers and Amendments of Mortgage Loans

The master servicer and the special servicer may each agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the applicable servicing standard; provided that, unless otherwise set forth in the related prospectus supplement, the modification, waiver or amendment

•  will not affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan,
•  will not, in the judgment of the master servicer or the special servicer, as the case may be, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon, and
•  will not adversely affect the coverage under any applicable instrument of Credit Support.

Except to the extent another standard is specified in the prospectus supplement, the special servicer also may agree to any other modification, waiver or amendment if, in its judgment,

•  a material default on the mortgage loan has occurred or a payment default is imminent,
•  such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan, taking into account the time value of money, than would liquidation and
•  such modification, waiver or amendment will not adversely affect the coverage under any applicable instrument of Credit Support.

Realization upon Defaulted Mortgage Loans

If a default on a mortgage loan has occurred or, in the special servicer’s judgment, a payment default is imminent, the special servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise. Generally, the special servicer may not, however, acquire title to any mortgaged property, have a receiver of rents appointed with respect to any mortgaged property or take any other action with respect to any mortgaged property that would cause the trustee, for the benefit of the related series of certificateholders, or any other specified person to be considered to hold title to, to be a ‘‘mortgagee-in-possession’’ of, or to be an ‘‘owner’’ or an ‘‘operator’’ of such mortgaged property within the meaning of certain federal environmental laws, unless the special servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund) and either:

(i)    such report indicates that (a) the mortgaged property is in compliance with applicable environmental laws and regulations and (b) 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

(ii)    the special servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary

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to bring the mortgaged property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (i)(b) above, is reasonably likely to produce a greater recovery, taking into account the time value of money, than not taking such actions. See ‘‘Certain Legal Aspects of Mortgage Loans — Environmental Considerations.’’

A Pooling Agreement may grant to the master servicer, the special servicer, a provider of Credit Support and/or the holder or holders of certain classes of the related series of certificates an option to purchase from the trust fund, at fair market value (which, if less than the Purchase Price, will be specified in the related prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent or the balloon payment is delinquent, or if so specified in the related prospectus supplement, as to which certain other defaults exist. In addition, a mortgage loan that is in default may be subject to a purchase option on the part of another lender whose loan is secured by the related real estate collateral or by a security interest in the equity in the related borrower. Further, if so specified in the related prospectus supplement, a special servicer or other specified party for a trust fund may be obligated to sell a mortgage asset that is in default. Any such option granted to the holder of an offered certificate will be described in the related prospectus supplement. Any such option may be assignable to any person or entity. If so specified in the related prospectus supplement, additional or alternative procedures may be used to sell a defaulted mortgage loan.

If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer, on behalf of the trust fund, will be required to sell the mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (i) the Internal Revenue Service (the ‘‘IRS’’) grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund beyond such period will not result in the imposition of a tax on the trust fund or cause the trust fund (or any designated portion thereof) to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding or (iii) another period is permitted pursuant to applicable law. Subject to the foregoing and any other tax-related limitations, the special servicer will generally be required to attempt to sell any mortgaged property so acquired on the same terms and conditions it would if it were the owner. Generally, if title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer will also be required to ensure that the mortgaged property is administered so that it constitutes ‘‘foreclosure property’’ within the meaning of Code Section 860G(a)(8) at all times, that the sale of such property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and that the trust fund does not derive any ‘‘net income from foreclosure property’’ within the meaning of Code Section 860G(c)(2), with respect to such property; provided that the related prospectus supplement may specify circumstances in which these requirements may be waived. If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage such mortgaged property as required under the related Pooling Agreement.

If Liquidation Proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the special servicer and/or the master servicer in connection with such mortgage loan, then, to the extent that such shortfall is not covered by any instrument or fund constituting Credit Support, the trust fund will realize a loss in the amount of such 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 distribution of such Liquidation Proceeds to certificateholders, any and all amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, if and to the extent

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set forth in the related prospectus supplement, amounts otherwise distributable on the certificates may be further reduced by interest payable to the master servicer and/or special servicer on such servicing expenses and advances.

If any mortgaged property suffers damage such that the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, neither the special servicer nor the master servicer will be required to expend its own funds to effect such restoration unless (and to the extent not otherwise provided in the related prospectus supplement) it determines

•  that such restoration will increase the proceeds to certificateholders on liquidation of the mortgage loan after reimbursement of the special servicer or the master servicer, as the case may be, for its expenses and
•  that such expenses will be recoverable by it from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts drawn on any instrument or fund constituting Credit Support.

Hazard Insurance Policies

Except to the extent specified in the related prospectus supplement, each Pooling Agreement will require the master servicer (or the special servicer with respect to mortgage loans serviced thereby) to use reasonable efforts to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the master servicer’s (or special servicer’s) normal servicing procedures. Such coverage generally will be required to be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the related mortgaged property. The ability of a master servicer (or special servicer) to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by a master servicer (or special servicer) under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the master servicer’s (or special servicer’s) normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related Certificate Account. The Pooling Agreement may provide that the master servicer (or special servicer) may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on the mortgage loans in a trust fund. If such blanket policy contains a deductible clause, the master servicer (or special servicer) will be required, in the event of a casualty covered by such blanket policy, to deposit in the related Certificate Account all additional sums that would have been deposited therein under an individual policy but were not because of such deductible clause.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, terrorism, nuclear, biological or chemical materials, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a mortgaged property may not be insured for losses arising from any such cause unless the related mortgage specifically requires, or permits the holder thereof to require, such coverage.

The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified

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percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, such clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of

•  the replacement cost of the improvements less physical depreciation and
•  such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer (or special servicer) will generally determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the master servicer’s (or special servicer’s) normal servicing procedures, subject to any additional procedures that may be set forth in the related prospectus supplement, which may include obtaining the consent of one or more classes of subordinate certificates thereto. Generally, the master servicer or special servicer, as applicable, will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See ‘‘Certain Legal Aspects of mortgage loans — Due-on-Sale and Due-on-Encumbrance.’’

Servicing Compensation and Payment of Expenses

A portion of the master servicer’s primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a specified portion of the interest payments on each mortgage loan in the related trust fund, including mortgage loans serviced by the related special servicer. A master servicer’s compensation may also come from investment income on certain accounts maintained by it on behalf of the trust fund or from certain fees paid by the borrowers. If and to the extent described in the related prospectus supplement, a special servicer’s primary compensation with respect to a series of certificates may consist of any or all of the following components:

•  a specified portion of the interest payments on each mortgage loan serviced by it, or if so specified in the related prospectus supplement, on each mortgage loan in the related trust fund, whether or not serviced by it;
•  an additional specified portion of the interest payments on each mortgage loan then currently serviced by it; and
•  subject to any specified limitations, a fixed percentage of some or all of the collections and proceeds received with respect to each mortgage loan which was at any time serviced by it, including mortgage loans for which servicing was returned to the master servicer.

Insofar as any portion of the master servicer’s or special servicer’s compensation consists of a specified portion of the interest payments on a mortgage loan, such compensation will generally be based on a percentage of the principal balance of such mortgage loan outstanding from time to time and, accordingly, will decrease with the amortization of the mortgage loan. As additional compensation, a master servicer or special servicer may be entitled to retain all or a portion of late payment charges, prepayment premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the related Certificate Account. A more detailed description of each master servicer’s and special servicer’s compensation will be provided in the related prospectus supplement. Any sub-servicer

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will receive as its sub-servicing compensation a portion of the servicing compensation to be paid to the master servicer or special servicer that retained such sub-servicer. In addition to amounts payable to any sub-servicer, a master servicer or special servicer may be required, to the extent provided in the related prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants, payment of fees and disbursements of the trustee and any custodians appointed thereby and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the related prospectus supplement, interest on such expenses at the rate specified therein, may be required to be borne by the trust fund.

Evidence as to Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer or us, as applicable, on or before the date specified in the applicable pooling and servicing agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the pooling and servicing agreement has been made under the officer’s supervision, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the pooling and servicing agreement throughout the year, or, if there has been a failure to fulfill any obligation in any material respect, specifying the failure known to the officer and the nature and status of the failure.

In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an ‘‘Assessment of Compliance’’) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) that contains the following:

•  a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;
•  a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;
•  the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month, setting forth any material instance of noncompliance identified by the party; and
•  a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an ‘‘Attestation Report’’) of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor

Generally, the related Pooling Agreement will permit the master servicer, the special servicer and any REMIC administrator to resign from its obligations thereunder only upon

•  the appointment of, and the acceptance of such appointment by, a successor thereto and receipt by the trustee of written confirmation from each applicable rating agency that such resignation and appointment will not have an adverse effect on the rating assigned by such rating agency to any class of certificates of such series or

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•  a determination that such 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 it. No such resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement.

The master servicer and special servicer for each trust fund will be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the related Pooling Agreement.

Generally, the Pooling Agreements will further provide that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any director, officer, employee or agent of any of them will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the Pooling Agreement or for errors in judgment. However, that none of the master servicer, the special servicer, the REMIC administrator, the depositor or any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties thereunder or by reason of reckless disregard of such obligations and duties. Generally, the Pooling Agreements will further provide that the master servicer, the special servicer, the REMIC administrator, the depositor and any director, officer, employee or agent of any of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with any legal action that relates to such Pooling Agreement or the related series of certificates.

However, such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties under such Pooling Agreement, or by reason of reckless disregard of such obligations or duties. In addition, each Pooling Agreement will provide that none of the master servicer, the special servicer, the REMIC administrator or the depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling Agreement and that in its opinion may involve it in any expense or liability. However, each of the master servicer, the special servicer, the REMIC administrator and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling Agreement and the interests of the related series of certificateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the related series of certificateholders, and the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, will be entitled to charge the related Certificate Account therefor.

Any person into which the master servicer, the special servicer, the REMIC administrator or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the REMIC administrator or the depositor is a party, or any person succeeding to the business of the master servicer, the special servicer, the REMIC administrator or the depositor, will be the successor of the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, under the related Pooling Agreement.

Generally, the Pooling Agreements will provide that a REMIC administrator will be entitled to perform any of its duties under the related Pooling Agreement either directly or by or through agents or attorneys, and the REMIC administrator will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

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Events of Default

‘‘Events of Default’’ under the related Pooling Agreement generally will include, without limitation,

•  any failure by the master servicer to distribute or cause to be distributed to the certificateholders of such series, or to remit to the trustee for distribution to such certificateholders, any amount required to be so distributed or remitted, which failure continues unremedied for five days after written notice thereof has been given to the master servicer by any other party to the related Pooling Agreement, or to the master servicer, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series;
•  any failure by the special servicer to remit to the master servicer or the trustee, as applicable, any amount required to be so remitted, which failure continues unremedied for five days after written notice thereof has been given to the special servicer by any other party to the related Pooling Agreement, or to the special servicer, with a copy to each other party to the related Pooling Agreement, by the certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights of such series;
•  any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days after written notice thereof has been given to the master servicer or the special servicer, as the case may be, by any other party to the related Pooling Agreement, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series;
•  any failure by a REMIC administrator (if other than the trustee) duly to observe or perform in any material respect any of its covenants or obligations under the related Pooling Agreement, which failure continues unremedied for sixty days after written notice thereof has been given to the REMIC administrator by any other party to the related Pooling Agreement, or to the REMIC administrator, with a copy to each other party to the related Pooling Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series; and
•  certain events of insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or relating to the master servicer, the special servicer or the REMIC administrator (if other than the trustee), and certain actions by or on behalf of the master servicer, the special servicer or the REMIC administrator (if other than the trustee) indicating its insolvency or inability to pay its obligations. Material variations to the foregoing Events of Default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the related prospectus supplement. When a single entity acts as master servicer, special servicer and REMIC administrator, or in any two of the foregoing capacities, for any trust fund, an Event of Default in one capacity generally will constitute an Event of Default in each capacity; however, the related prospectus supplement may provide that an Event of Default will only constitute an Event of Default of such entity in the capacity in which the related default occurred.

Rights upon Event of Default

If an Event of Default occurs with respect to the master servicer, the special servicer or a REMIC administrator under a Pooling Agreement, then, in each and every such case, so long as the Event of Default remains unremedied, the depositor or the trustee will be authorized, and at

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the direction of certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, the trustee will be required, to terminate all of the rights and obligations of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling Agreement (except that if the defaulting party is required to make advances thereunder regarding delinquent mortgage loans, but the trustee is prohibited by law from obligating itself to make such advances, or if the related prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. Generally, if the trustee is unwilling or unable so to act, it may (or, at the written request of certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that is acceptable to each applicable Rating Agency to act as successor to the master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling Agreement (or meets such other standards as may be specified in the related prospectus supplement). Pending such appointment, the trustee will be obligated to act in such capacity. Generally the Pooling Agreements will require the terminated master servicer or special servicer to pay the costs of transferring the mortgage files and appointing a successor.

If the same entity is acting as both trustee and REMIC administrator, it may be removed in both such capacities as described under ‘‘— Resignation and Removal of the Trustee’’ below.

No certificateholder will have any right under a Pooling Agreement to institute any proceeding with respect to such Pooling Agreement unless such holder previously has given to the trustee written notice of default and the continuance thereof and unless the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting such class have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and have offered to the trustee reasonable indemnity and the trustee for sixty days after receipt of such request and indemnity has neglected or refused to institute any such proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling Agreement or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certificates covered by such Pooling Agreement, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

Amendment

Generally, each pooling agreement may be amended by the parties thereto, without the consent of any of the holders of certificates covered by such pooling agreement,

•  to cure any ambiguity,
•  to correct or supplement any provision therein which may be inconsistent with any other provision therein or to correct any error,
•  to change the timing and/or nature of deposits in the Certificate Account, provided that (A) such change would not adversely affect in any material respect the interests of any certificateholder, as evidenced by an opinion of counsel, and (B) such change would not adversely affect the then-current rating of any rated classes of certificates, as evidenced by a letter from each applicable rating agency,
•  if a REMIC election has been made with respect to the related trust fund, to modify, eliminate or add to any of its provisions (A) to such extent as shall be necessary to maintain the qualification of the trust fund (or any designated portion thereof) as a REMIC or to avoid or minimize the risk of imposition of any tax on the related trust fund, provided

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  that the trustee has received an opinion of counsel to the effect that (1) such action is necessary or desirable to maintain such qualification or to avoid or minimize such risk, and (2) such action will not adversely affect in any material respect the interests of any holder of certificates covered by the pooling agreement, or (B) to restrict the transfer of the Residual certificates, provided that the depositor has determined that the then-current ratings of the classes of the certificates that have been rated will not be adversely affected, as evidenced by a letter from each applicable rating agency, and that any such amendment will not give rise to any tax with respect to the transfer of the Residual certificates to a non-permitted transferee (See ‘‘Certain Federal Income Tax Consequences — REMICs — Tax and Restrictions on Transfers of Residual certificates to Certain Organizations’’ herein),
•  to make any other provisions with respect to matters or questions arising under such pooling agreement or any other change, provided that such action will not adversely affect in any material respect the interests of any certificateholder,
•  to amend specified provisions that are not material to holders of any class of certificates offered hereunder,
•  for such other purposes as may be specified in the related prospectus supplement.

The pooling agreement may also be amended by the parties thereto with the consent of the holders of certificates of each class affected thereby evidencing, in each case, not less than 66 2/3% (or such other percentage specified in the related prospectus supplement) of the aggregate Percentage Interests constituting such class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such pooling agreement or of modifying in any manner the rights of the holders of certificates covered by such pooling agreement, except that no such amendment may

•  reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on a certificate of any class without the consent of the holder of such certificate or
•  reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to any such amendment without the consent of the holders of all certificates of such class covered by such pooling agreement then outstanding.

Notwithstanding the foregoing, if a REMIC election has been made with respect to the related trust fund, the trustee will not be required to consent to any amendment to a pooling agreement without having first received an opinion of counsel to the effect that such amendment or the exercise of any power granted to the Master Servicer, the special servicer, the Depositor, the trustee or any other specified person in accordance with such amendment will not result in the imposition of a tax on the related trust fund or cause such trust fund (or any designated portion thereof) to fail to qualify as a REMIC.

List of Certificateholders

Unless otherwise specified in the related prospectus supplement, upon written request of three or more certificateholders of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related Pooling Agreement, the trustee or other specified person will afford such certificateholders access during normal business hours to the most recent list of certificateholders of that series held by such person. If such list is as of a date more than 90 days prior to the date of receipt of such certificateholders’ request, then such person, if not the registrar for such series of certificates, will be required to request from such registrar a current list and to afford such requesting certificateholders access thereto promptly upon receipt.

The Trustee

The trustee under each Pooling Agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust

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company that serves as trustee may have typical banking relationships with the depositor and its affiliates and with any master servicer, special servicer or REMIC administrator and its affiliates.

Duties of the Trustee

The trustee for each series of certificates will make no representation as to the validity or sufficiency of the related Pooling Agreement (other than as to its being a valid obligation of such trustee), such certificates or any underlying mortgage asset or related document and will not be accountable for the use or application by or on behalf of any master servicer or special servicer of any funds paid to the master servicer or special servicer in respect of the certificates or the underlying mortgage assets. If no Event of Default has occurred and is continuing, the trustee for each series of certificates will be required to perform only those duties specifically required under the related Pooling Agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the related Pooling Agreement, a trustee will be required to examine such documents and to determine whether they conform to the requirements of such agreement.

Certain Matters Regarding the Trustee

As and to the extent described in the related prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund.

Generally, the trustee for each series of certificates will be entitled to indemnification, from amounts held in the Certificate Account for such series, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related Pooling Agreement; provided, however, that such indemnification 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 thereunder, or by reason of its reckless disregard of such obligations or duties.

Generally, the trustee for each series of certificates will be entitled to execute any of its trusts or powers under the related Pooling Agreement or perform any of this duties thereunder either directly or by or through agents or attorneys, and the trustee will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care.

Resignation and Removal of the Trustee

The trustee may resign at any time, in which event the depositor will be obligated to appoint a successor trustee. The depositor may also remove the trustee if the trustee ceases to be eligible to continue as such under the Pooling Agreement or if the trustee becomes insolvent. Upon becoming aware of such circumstances, the depositor will be obligated to appoint a successor trustee. The trustee may also be removed at any time by the holders of certificates of the applicable series evidencing not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Notwithstanding anything herein to the contrary, if any entity is acting as both trustee and REMIC administrator, then any resignation or removal of such entity as the trustee will also constitute the resignation or removal of such entity as REMIC administrator, and the successor trustee will serve as successor to the REMIC administrator as well.

Additional Parties to the Agreements

If so specified in the prospectus supplement for a series, there may be one or more additional parties to the related pooling and servicing agreement, including but not limited to (i) a paying agent, which will make payments and perform other specified duties with respect to the

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certificates, (ii) a certificate registrar, which will maintain the register of certificates and perform certain duties with respect to certificate transfer, (iii) an authenticating agent, which will countersign the certificates on behalf of the trustee and/or (iv) a fiscal agent, which will be required to make advances if the trustee fails to do so when required.

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DESCRIPTION OF CREDIT SUPPORT

General

Credit Support may be provided with respect to one or more classes of the certificates of any series or with respect to the related mortgage assets. Credit Support may be in the form of

•  the subordination of one or more classes of certificates,
•  cross-support provisions,
•  a letter of credit,
•  a loan insurance policy,
•  a certificate insurance policy,
•  a guarantee,
•  a surety bond,
•  a reserve fund,
•  credit derivatives,
•  or any combination thereof (any such coverage with respect to the certificate of any series, ‘‘Credit Support’’).

If and to the extent so provided in the related prospectus supplement, any of the foregoing forms of Credit Support may provide credit enhancement for more than one series of certificates.

The Credit Support may not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related Pooling Agreement. If losses or shortfalls occur that exceed the amount covered by the related Credit Support or that are of a type not covered by such Credit Support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of Credit Support covers the offered certificates of more than one series and losses on the related mortgage assets exceed the amount of such Credit Support, it is possible that the holders of offered certificates of one (or more) such series will be disproportionately benefited by such Credit Support to the detriment of the holders of offered certificates of one (or more) other such series.

If Credit Support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the related prospectus supplement will include a description of

•  the nature and amount of coverage under such Credit Support,
•  any conditions to payment thereunder not otherwise described herein,
•  the conditions (if any) under which the amount of coverage under such Credit Support may be reduced and under which such Credit Support may be terminated or replaced and
•  the material provisions relating to such Credit Support. Additionally, the related prospectus supplement will set forth certain information with respect to the obligor, if any, under any instrument of Credit Support. See ‘‘Risk Factors — Credit Support Limitations.’’

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of certificates of a series may be subordinate certificates. To the extent specified in the related prospectus supplement, the rights of the holders of subordinate certificates to receive distributions from the Certificate Account on any distribution date will be subordinated to the corresponding rights of the holders of senior certificates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of certain types of losses or shortfalls. The

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related prospectus supplement 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 such subordination will be available.

Cross-Support Provisions

If the mortgage assets in any trust fund 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 distributions be made on senior certificates evidencing interests in one group of mortgage assets prior to distributions on subordinate certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions.

Letter of Credit

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by one or more letters of credit, issued by a bank or other financial institution specified in such prospectus supplement (the ‘‘Letter of Credit Bank’’). Under a letter of credit, the Letter of Credit Bank will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the related prospectus supplement of the aggregate principal balance of some or all of the related mortgage assets on the related Cut-off Date or of the initial aggregate certificate balance of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain 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 obligations of the Letter of Credit Bank under the letter of credit for each series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund.

Insurance or Guarantees with Respect to Mortgage Loans

If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. The related prospectus supplement will describe the nature of such default risks and the extent of such coverage.

Certificate Insurance and Surety Bonds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest or distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under any such instrument.

Reserve Funds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof 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 thereof will be deposited, in the amounts specified

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in such prospectus supplement. If so specified in the related prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of certain collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series will be applied for the purposes, in the manner, and to the extent specified in the related prospectus supplement if so specified in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained therein may be released from the reserve fund under the conditions and to the extent specified in the related prospectus supplement.

If so specified in the related prospectus supplement, amounts deposited in any reserve fund will be invested in Permitted Investments. Generally, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services.

Credit Support with Respect to MBS

If so provided in the prospectus supplement for a series of certificates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of Credit Support described herein. The related prospectus supplement will specify, as to each such form of Credit Support, the information indicated above with respect thereto, to the extent such information is material and available.

Credit Derivatives

If and to the extent described in the related prospectus supplement, deficiencies in amounts otherwise payable on a series of certificates or select classes of those certificates will be covered by credit derivatives, such as credit default swaps and total return swaps. A credit derivative is a financial instrument designed to offset losses and shortfalls derived from the credit risk of an underlying or reference asset or the credit risk of an underlying or reference credit. The related prospectus supplement will describe when and how payments are made under the particular instrument and the specific credit risk that is being covered.

CASH FLOW AND DERIVATIVES AGREEMENTS

If so specified in the prospectus supplement for a series of certificates, the related trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a specified rate. If so specified in the prospectus supplement for a series of certificates, the related trust fund may include interest rate exchange agreements or interest rate cap or floor agreements. These types of agreements may be used to limit the exposure of the trust fund or investors in the certificates to fluctuations in interest rates and to situations where interest rates become higher or lower than specified thresholds, and may also be used to alter the payment characteristics of the cash flows from a trust fund. Generally, an interest rate exchange agreement is a contract between two parties to pay and receive, with a set frequency, interest payments determined by applying the differential between two interest rates to an agreed-upon notional principal. Generally, an interest rate cap agreement is a contract pursuant to which one party agrees to reimburse another party for a floating rate interest payment obligation, to the extent that the rate payable at any time exceeds a specified cap. Generally, an interest rate floor agreement is a contract pursuant to which one party agrees to reimburse another party in the event that amounts owing to the latter party under a floating rate interest payment obligation are payable at a rate which is less than a specified floor. The specific provisions of these types of agreements will be described in the related prospectus supplement. The Depositor will not include in any trust fund any cash flow or derivative

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agreement that could be used to create a security whose payment is not based primarily by reference to the performance of the mortgage assets in the trust fund.

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the Mortgage Loans (or mortgage loans underlying any MBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those jurisdictions. See ‘‘Description of the Trust Funds — Mortgage Loans.’’ If a significant percentage of mortgage loans (or mortgage loans underlying MBS), by balance, are secured by properties in a particular jurisdiction, relevant local laws, to the extent they vary materially from this discussion, will be discussed in the prospectus supplement.

General

Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which 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 the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are herein collectively referred to as ‘‘mortgages.’’ A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, 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 the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, 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:    a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. 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. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case 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 the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord

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under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. 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 Uniform Commercial Code (‘‘UCC’’); in cases where hotels or motels constitute loan security, the rates are generally pledged by the borrower as additional security for the loan. 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 perfection of such security interest. In certain cases, mortgage loans secured by hotels or motels may be included in a trust fund even if the security interest in the room rates was not perfected or the requisite UCC filings were allowed to lapse. Even if the lender’s security interest in room rates is perfected under applicable nonbankruptcy law, it 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. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room rates, but those room rates constitute ‘‘cash collateral’’ and therefore cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room rates is given adequate protection (e.g., 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 debtor proposes to use, or other similar relief). See ‘‘— Bankruptcy Laws.’’

Personalty

In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may 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 therein, and must file continuation statements, generally every five years, to maintain that perfection. In certain cases, mortgage loans secured in part by personal property may be included in a trust fund even if the security interest in such 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 institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary From State to State.    Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to 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, and sometimes requires several years to complete.

Judicial Foreclosure.    A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all

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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. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain 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 such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may 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. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, 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 upheld the reasonableness of the notice provisions or have 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 mortgage loans 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 pursuant to 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 a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. 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. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, 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 is not provided a period to reinstate the loan, but 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 the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the

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secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the mortgage loan documents. (The mortgage loans, however, may be nonrecourse. See ‘‘Risk Factors — Commercial and Multifamily Mortgage Loans Are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates — The Mortgage Loans May Be Nonrecourse Loans or Loans With Limited Recourse.’’) Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are 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. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a 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, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, 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 to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of 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 and joined in 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, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. 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. The effect of a statutory right of redemption is to 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.

Anti-Deficiency Legislation.    Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, 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.

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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 certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, 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.

Leasehold Considerations.    Mortgage Loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain 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 requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a ‘‘mortgageable’’ ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certificates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

Cooperative Shares.    Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by nonowner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, 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 are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled 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, the lender with an opportunity to 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 to receive sums due under the proprietary leases.

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Bankruptcy Laws

Operation of the federal bankruptcy code, as amended from time to time (11 U.S.C.) (the ‘‘Bankruptcy Code’’) and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by such automatic stay can be significant. Also, under the 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 such junior lien.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances. In many jurisdictions, the outstanding amount of the loan may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in 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), and/or by an extension (or shortening) of the term to maturity. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor, through its rehabilitative plan, to de-accelerate a secured loan and to reinstate the loan even if the lender accelerated the mortgage loan and final judgment of foreclosure has been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the full amount due under the original loan is never repaid.

The Bankruptcy Code has been amended to provide that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary ‘‘based on the equities of the case.’’ Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will constitute ‘‘cash collateral’’ under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged property and the cash collateral is ‘‘adequately protected’’ as the term is defined and interpreted under the Bankruptcy Code. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to hotel revenues.

The Bankruptcy Code provides generally that rights and obligation under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called ‘‘ipso facto clauses’’ could limit the ability of the trustee to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a trustee’s exercise of those remedies in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code.

For example, a mortgagee would be stayed from enforcing an assignment of the lease by a borrower related to a mortgaged property if the related borrower was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result

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in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. Rents and other proceeds of a mortgage loan may also escape an assignment if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding.

In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the 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, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, would have only an unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease.

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

On the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity has the right to assume (continue) or reject (terminate) the ground lease. Pursuant to Section 365(h) of the Bankruptcy Code, as it is presently in effect, a ground lessee whose ground lease is rejected by a debtor ground lessor has the right to remain in possession of its leased premises under the rent reserved in the lease for the term (including renewals) of the ground lease, but is not entitled to enforce the obligation of the ground lessor to provide any services required under the ground lease. In the event a ground lessee/borrower in bankruptcy rejects any/or all of its ground leases, the leasehold mortgagee would have the right to succeed to the ground lessee/borrower’s position under the lease only if the ground lessor had specifically granted the mortgagee such right. In the event of concurrent bankruptcy proceedings involving the ground lessor and the ground lessee/borrower, the trustee may be unable to enforce the ground lessee/borrower’s obligation to refuse to treat a ground lease rejected by a bankrupt ground lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained herein or in the mortgage. A lender could lose its security unless the borrower holds a fee mortgage or the bankruptcy court, as a court of equity, allows the lender to assume the ground lessee’s obligations under the ground lease and succeed to the position of a leasehold mortgagor. Although consistent with the Bankruptcy Code, such position may not be adopted by a bankruptcy court.

In a bankruptcy or similar proceeding of a borrower, action may be taken seeking the recovery, as a preferential transfer or on other grounds, of any payments made by the borrower, or made directly by the related lessee, under the related mortgage loan to the trust fund.

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Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a borrower with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors.

Certain of the borrowers may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an ‘‘ipso facto’’ clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the notes in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect the trustee’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

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,

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manufacturing, military or disposal activity. Such 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 certain circumstances, a lender may decide to abandon a contaminated mortgaged 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, such a 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 such a ‘‘superlien.’’

CERCLA.    The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (‘‘CERCLA’’), 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 or operation of such mortgaged property. Such 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 a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such 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 Protection Act of 1996 (the ‘‘Act’’) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The Act offers 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 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 if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The 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 the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain 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 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 impose liability for releases of or exposure to asbestos-containing materials, and 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

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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 (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a 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 or may decrease the re-sale value of the collateral.

Federal, state and local environmental laws and regulatory requirements change often.    It is possible that compliance with a new requirement could impose significant compliance costs on a borrower. Such costs may jeopardize the borrower’s ability to meet its loan obligations or decrease the re-sale value of the collateral.

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, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders.

To reduce the likelihood of such a loss, except to the extent otherwise specified in the related prospectus supplement, the Pooling Agreement will provide that neither the master servicer nor the special servicer, acting on behalf of the trustee, may acquire title to a mortgaged property or take over its operation unless the special servicer, based solely (as to environmental matters) on a report prepared by a person who regularly conducts environmental audits, has made the determination that it is appropriate to do so, as described under ‘‘Description of the Pooling Agreements — Realization Upon Defaulted Mortgage Loans.’’

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such 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). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure.

Environmental Site Assessments.    In most cases, an environmental site assessment of each mortgaged property will have been performed in connection with the origination of the related mortgage loan or at some time prior to the issuance of the related certificates. Environmental site assessments, however, 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.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans 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 related Mortgaged Property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses

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in many states. However, the Garn-St Germain Depository Institutions Act of 1982 (the ‘‘Garn Act’’) 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 certain limitations as set forth in the Garn Act and the regulations promulgated thereunder. Accordingly, a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a ‘‘due-on-sale’’ provision upon transfer of an interest in the property, without regard to the master servicer’s ability to demonstrate that a sale threatens its legitimate security interest.

Junior Liens; Rights of Holders of Senior Liens

If so provided in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. See ‘‘Description of the Trust Funds — Mortgage Loans — General.’’

Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, 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. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, 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. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

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, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain 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 fees or penalties 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 (‘‘Title V’’) provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain 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 so 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. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

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No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted, will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that such choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Certain Laws and Regulations

The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (i.e., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan.

The lender may be subject to additional risk depending upon the type and use of the mortgaged property in question. See ‘‘Risk Factors — Commercial and Multifamily Mortgage Loans are Subject to Certain Risks Which Could Adversely Affect the Performance of Your Offered Certificates.’’

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the ‘‘ADA’’), in order to protect individuals with disabilities, 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, such 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 site, 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 such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the ‘‘readily achievable’’ standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who 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 (formerly the Soldiers’ and Sailors’ Civil Relief Act of 1940), as amended (the ‘‘Relief Act’’), a borrower who enters military service after the origination of such 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

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such borrower, will not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess 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 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 certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or any form of Credit Support provided in connection with such certificates. In addition, the Relief Act imposes limitations that would impair the ability of the master servicer or special servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three month period thereafter.

Forfeitures in Drug and RICO Proceedings

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, ‘‘did not know or 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.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), as well as regulations (the ‘‘REMIC Regulations’’) promulgated by the U.S. Department of Treasury (the ‘‘Treasury’’). Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion:

•  references to the mortgage loans include references to the mortgage loans underlying any MBS included in the mortgage assets; and
•  where the applicable prospectus supplement provides for a fixed retained yield with respect to the mortgage loans underlying a series of certificates, references to the mortgage loans will be deemed to refer to that portion of the mortgage loans held by the trust fund which does not include the portion, if any, of the payments on the mortgage loan that is retained by the related mortgage asset seller. References to a ‘‘holder’’ or ‘‘certificateholder’’ in this discussion generally mean the beneficial owner of a certificate.

FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

General

With respect to a particular series of certificates, one or more elections may be made to treat the trust fund or one or more segregated pools of assets therein as one or more real estate mortgage investment conduits (each, a ‘‘REMIC’’) within the meaning of Code Section 860D. A trust fund or a portion thereof as to which a REMIC election will be made will be referred to as a ‘‘REMIC Pool.’’ For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as ‘‘REMIC Certificates’’ and will consist of one or more classes of ‘‘Regular Certificates’’ and one class of ‘‘Residual Certificates’’ in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP, counsel to the depositor, has advised the depositor that in the firm’s opinion, assuming:

•  the making of proper elections;
•  compliance with the Pooling Agreement and other related documents and no amendments thereof;
•  the accuracy of all representations made with respect to the mortgage loans; and
•  compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC.

In such case, the Regular Certificates will be considered to be ‘‘regular interests’’ in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be ‘‘residual interests’’ in the REMIC Pool. The prospectus supplement for each series of certificates will indicate whether one or more REMIC elections with respect to the related trust fund will be made, in which event references to ‘‘REMIC’’ or ‘‘REMIC Pool’’ herein shall be deemed to refer to each such REMIC Pool. If so specified in the applicable prospectus supplement, the portion of a trust fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See ‘‘— Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made.’’

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Status of REMIC Certificates

REMIC Certificates held by a domestic building and loan association will be treated as an asset described in Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the assets of the REMIC Pool would be treated as ‘‘loans . . . secured by an interest in real property which is . . . residential real property’’ (such as single family or multifamily properties, but not commercial properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify for such treatment. REMIC Certificates held by a real estate investment trust will constitute ‘‘real estate assets’’ within the meaning of Code Section 856(c)(5)(B), and interest on the Regular Certificates and income with respect to Residual Certificates will be considered ‘‘interest on obligations secured by mortgages on real property or on interests in real property’’ within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates qualify for such treatment. Where two or more REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Mortgage loans that have been defeased with U.S. Treasury obligations or other government securities will not qualify for the foregoing treatments. Except as provided in the related prospectus supplement, Regular Certificates will be ‘‘qualified mortgages’’ for another REMIC for purposes of Code Section 860G(a)(3).

Qualification as a REMIC

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the ‘‘Startup Day’’ (which for purposes of this discussion is the date of issuance of the REMIC Certificates) and at all times thereafter, may consist of assets other than ‘‘qualified mortgages’’ and ‘‘permitted investments.’’ The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement is met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide ‘‘reasonable arrangements’’ to prevent its residual interest from being held by ‘‘disqualified organizations’’ and must furnish applicable tax information to transferors or agents that violate this requirement. The Pooling Agreement for each Series will contain a provision designed to meet this requirement. See ‘‘Taxation of Residual Certificates — Tax-Related Restrictions on Transfer of Residual Certificates — Disqualified Organizations.’’

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to the REMIC Pool on the Startup Day or is either purchased by the REMIC Pool within a three-month period thereafter or represents an increase in the loan advanced to the obligor under its original terms, in either case pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include whole mortgage loans, such as the mortgage loans, certificates of beneficial interest in a grantor trust that holds mortgage loans, including certain of the MBS, regular interests in another REMIC, such as MBS in a trust as to which a REMIC election has been made, loans secured by timeshare interests and loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general:

•  the fair market value of the real property security (including buildings and structural components thereof) is at least 80% of the principal balance of the related mortgage loan or mortgage loan underlying the MBS either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security); or

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•  substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been substantially modified other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in the first bullet point of the preceding sentence as of the date of the last such modification or at closing. A qualified mortgage includes a qualified replacement mortgage, which is any property that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either:

•  in exchange for any qualified mortgage within a three-month period thereafter; or
•  in exchange for a ‘‘defective obligation’’ within a two-year period thereafter.

A ‘‘defective obligation’’ includes:

•  a mortgage in default or as to which default is reasonably foreseeable;
•  a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached;
•  a mortgage that was fraudulently procured by the mortgagor; and
•  a mortgage that was not in fact principally secured by real property (but only if such mortgage is disposed of within 90 days of discovery).

A mortgage loan that is ‘‘defective’’ as described in the fourth bullet point above that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after such 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC Pool’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. The reserve fund will be disqualified if more than 30% of the gross income from the assets in such fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced ‘‘promptly and appropriately’’ to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage and generally not held beyond the close of the third calendar year following the acquisition of the property by the REMIC Pool, with an extension that may be granted by the Internal Revenue Service (the ‘‘Service’’).

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following:

•  one or more classes of regular interests; or
•  a single class of residual interests on which distributions, if any, are made pro rata.

A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a

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qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. Such a specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates with respect to that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests therein. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the ‘‘1986 Act’’) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Taxation of Regular Certificates

General

In general, interest, original issue discount and market discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the ‘‘Regular Certificateholder’’) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable thereto. Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by such Regular Certificateholders.

Original Issue Discount

Accrual Certificates, interest only certificates and principal-only certificates will be, and other Classes of Regular Certificates may be, issued with ‘‘original issue discount’’ within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield method that takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on Treasury regulations (the ‘‘OID Regulations’’) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent such issues are not addressed in such regulations, the depositor intends to apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided

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that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion herein and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the ‘‘stated redemption price at maturity’’ of the Regular Certificate over its ‘‘issue price.’’ The issue price of a class of Regular Certificates offered pursuant to this Prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude such amount from the issue price and to recover it on the first distribution date. The stated redemption price at maturity of a Regular Certificate always includes the original principal amount of the Regular Certificate, but generally will not include distributions of stated interest if such interest distributions constitute ‘‘qualified stated interest.’’ Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below), provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certificate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, the depositor intends to treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an Accrual Certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of such Regular Certificates includes all distributions of interest as well as principal thereon. Likewise, the depositor intends to treat an ‘‘interest only’’ class, or a class on which interest is substantially disproportionate to its principal amount (a so-called ‘‘super-premium’’ class) as having no qualified stated interest. Where the interval between the issue date and the first distribution date on a Regular Certificate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. Although currently unclear, it appears that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the ‘‘Prepayment Assumption’’) relating to the Regular

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Certificates. The Prepayment Assumption with respect to a series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See ‘‘Election to Treat All Interest Under the Constant Yield Method.’’

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the ‘‘daily portions,’’ as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. The depositor will treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related distribution date on the Regular Certificate. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. The original issue discount accruing in a full accrual period would be the excess, if any, of:

•  the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period that are included in the Regular Certificate’s stated redemption price at maturity and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity; over
•  the adjusted issue price of the Regular Certificate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

•  the yield to maturity of the Regular Certificate at the issue date;
•  events (including actual prepayments) that have occurred prior to the end of the accrual period; and
•  the Prepayment Assumption.

For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the mortgage loans with respect to a series of Regular Certificates can result in both a change in the priority of principal payments with respect to certain classes of Regular Certificates and either an increase or decrease in the daily portions of original issue discount with respect to such Regular Certificates.

The IRS proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on Regular Certificates providing for a delay between record and payment

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dates, such that the period over which original issue discount accrues coincides with the period over which the right of Regular Certificateholders 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, Regular Certificateholders 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 Regular Certificates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any Regular Certificate issued after the date the final regulations are published in the Federal Register.

Acquisition Premium

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a subsequent purchaser may elect to treat all such acquisition premium under the constant yield method, as described below under the heading ‘‘Election to Treat All Interest Under the Constant Yield Method.’’

Variable Rate Regular Certificates

Regular Certificates may provide for interest based on a variable rate permitted under the REMIC Regulations.

Unless otherwise indicated in the applicable prospectus supplement, the depositor intends to treat Regular Certificates that provide for variable rates in the same manner as obligations bearing a variable rate for original issue discount reporting purposes. The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under ‘‘Original Issue Discount’’ with the yield to maturity and future payments on such Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. Unless otherwise specified in the applicable prospectus supplement, the depositor intends to treat such variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, the depositor intends to treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans or MBS having fixed or adjustable rates, as having qualified stated interest, except to the extent that initial ‘‘teaser’’ rates cause sufficiently ‘‘back-loaded’’ interest to create more than de minimis original issue discount. The yield on such Regular Certificates for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate mortgage loans, and initial ‘‘teaser rates’’ followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans in effect on the pricing date (or possibly the issue date) will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual Pass-Through Rate on the Regular Certificates.

Deferred Interest

Under the OID Regulations, all interest on a Regular Certificate as to which there may be deferred interest is includible in the stated redemption price at maturity thereof. Accordingly, any

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deferred interest that accrues with respect to a class of Regular Certificates may constitute income to the holders of such Regular Certificates prior to the time distributions of cash with respect to such Deferred Interest are made.

Market Discount

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, ‘‘market discount’’ is the amount by which the purchaser’s original basis in the Regular Certificate:

•  is exceeded by the then-current principal amount of the Regular Certificate; or
•  in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of such Regular Certificate at the time of purchase.

Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Certificate as distributions includible in the stated redemption price at maturity thereof are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue either:

•  on the basis of a constant interest rate; or
•  in the ratio of stated interest allocable to the relevant period to the sum of the interest for such period plus the remaining interest as of the end of such period, or in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount as of the end of such period.

Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular 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 as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest distributable thereon. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Certificate for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Certificateholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Certificateholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See ‘‘Election to Treat All Interest Under the Constant Yield Method’’ below regarding an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under ‘‘Original Issue Discount’’) remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See ‘‘Original Issue Discount’’ above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

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Premium

A Regular Certificate purchased at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Certificateholder holds such Regular Certificate as a ‘‘capital asset’’ within the meaning of Code Section 1221, the Regular Certificateholder may elect under Code Section 171 to amortize such premium under the constant yield method. Treasury Regulations issued under Code Section 171 do not, by their terms, apply to Regular Certificates, which are prepayable based on prepayments on the underlying mortgage loans. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under ‘‘Market Discount’’ are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See ‘‘Election to Treat All Interest Under the Constant Yield Method’’ below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election:

•  ‘‘interest’’ includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium; and
•  the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition.

It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all debt instruments acquired by the holder in the same taxable year or thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making such an election.

Sale or Exchange of Regular Certificates

If a Regular Certificateholder sells or exchanges a Regular Certificate, the Regular Certificateholder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by previously recognized losses.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be

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long-term or short-term depending on whether the Regular Certificate has been held for the long-term capital gain holding period (currently more than one year). Such gain will be treated as ordinary income:

•  if a Regular Certificate is held as part of a ‘‘conversion transaction’’ as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior distribution of property that was held as a part of such transaction;
•  in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates; or
•  to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on such Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such holder with respect to the Regular Certificate.

In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses

Holders of Regular Certificates will be required to report income with respect to Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that such losses are uncollectible. Accordingly, the holder of a Regular Certificate may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. To the extent the rules of Code Section 166 regarding bad debts are applicable, it appears that holders of Regular Certificates that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained during the taxable year on account of any such Regular Certificates becoming wholly or partially worthless, and that, in general, holders of Regular Certificates that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of such Regular Certificates becoming wholly worthless. Holders of Regular Certificates are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Certificates. While losses attributable to interest previously reported as income should be deductible as ordinary losses by both corporate and non-corporate holders, the IRS may take the position that losses attributable to accrued original issue discount may only be deducted as short-term capital losses by non-corporate holders not engaged in a trade or business. Special

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loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

Taxation of Residual Certificates

Taxation of REMIC Income

Generally, the ‘‘daily portions’’ of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of holders of Residual Certificates (‘‘Residual Certificateholders’’), and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss for each calendar quarter ratably to each day in such quarter and by allocating such daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on such day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that:

•  the limitations on deductibility of investment interest expense and expenses for the production of income do not apply;
•  all bad loans will be deductible as business bad debts; and
•  the limitation on the deductibility of interest and expenses related to tax-exempt income will apply.

The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans, reduced by amortization of any premium on the mortgage loans, plus income from amortization of issue premium, if any, on the Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) on the Regular Certificates or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is acquired by the REMIC Pool at a discount, and one or more of such mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because:

•  the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates; and
•  the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon such distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates.

When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that such classes are not issued with substantial discount. If taxable income attributable to such a mismatching is

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realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of such a series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates, whereas to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with respect to any given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against which to offset such income, subject to the discussion of ‘‘excess inclusions’’ below under ‘‘Limitations on Offset or Exemption of REMIC Income’’ The timing of such mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return.

Basis and Losses

The amount of any net loss of the REMIC Pool that may be taken into account by the Residual Certificateholder is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for such Residual Certificate. Such adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom such loss was disallowed and may be used by such Residual Certificateholder only to offset any income generated by the same REMIC Pool.

A Residual Certificateholder will not be permitted to amortize directly the cost of its Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of such a residual interest as zero rather than such negative amount for purposes of determining the REMIC Pool’s basis in its assets. 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 may be included in income:

•  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
•  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 non-economic residual interest sells or otherwise disposes of the non-economic residual interest, any unrecognized portion of the inducement fee must be taken into account at the time of the sale or disposition. Prospective purchasers of the Residual Certificates should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that the initial adjusted basis of a Residual Certificateholder (other than an original holder) in the Residual Certificate is greater that the corresponding portion of the

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REMIC Pool’s basis in the mortgage loans, the Residual Certificateholder will not recover a portion of such basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by such holder. The REMIC Regulations currently in effect do not so provide. See ‘‘Treatment of Certain Items of REMIC Income and Expense — Market Discount’’ below regarding the basis of mortgage loans to the REMIC Pool and ‘‘Sale or Exchange of a Residual Certificate’’ below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

Treatment of Certain Items of REMIC Income and Expense

Although the depositor intends to compute REMIC income and expense in accordance with the Code and applicable regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. The depositor makes no representation as to the specific method that it will use for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to Residual Certificateholders or differences in capital gain versus ordinary income.

Original Issue Discount and Premium.    Generally, the REMIC Pool’s deductions for original issue discount and income from amortization of issue premium will be determined in the same manner as original issue discount income on Regular Certificates as described above under ‘‘Taxation of Regular Certificates — Original Issue Discount’’ and ‘‘— Variable Rate Regular Certificates,’’ without regard to the de minimis rule described therein, and ‘‘— Premium.’’

Deferred Interest.    Any deferred interest that accrues with respect to any adjustable rate mortgage loans held by the REMIC Pool will constitute income to the REMIC Pool and will be treated in a manner similar to the deferred interest that accrues with respect to Regular Certificates as described above under ‘‘Taxation of Regular Certificates — Deferred Interest.’’

Market Discount.    The REMIC Pool will have market discount income in respect of mortgage loans if, in general, the basis of the REMIC Pool allocable to such mortgage loans is exceeded by their unpaid principal balances. The REMIC Pool’s basis in such mortgage loans is generally the fair market value of the mortgage loans immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations provide that such basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or the fair market value thereof at the Startup Day, in the case of a retained class). Market discount income generally should accrue in the manner described above under ‘‘Taxation of Regular Certificates — Market Discount.’’

Premium.    Generally, if the basis of the REMIC Pool in the mortgage loans exceeds the unpaid principal balances thereof, the REMIC Pool will be considered to have acquired such mortgage loans at a premium equal to the amount of such excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after the transfer thereof to the REMIC Pool. In a manner analogous to the discussion above under ‘‘Taxation of Regular Certificates — Premium,’’ a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans or mortgage loans underlying MBS that were originated after September 27, 1985 or MBS that are REMIC regular interests under the constant yield method. Amortizable bond premium will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. To the extent that the mortgagors with respect to the mortgage loans are individuals, Code Section 171 will not be available for premium on mortgage loans (including underlying mortgage loans) originated on or prior to September 27, 1985. Premium with respect to such mortgage loans may be deductible in accordance with a reasonable method regularly employed by the holder thereof. The allocation of such premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that such premium should be allocated in a different manner, such as allocating such premium entirely to the final payment of principal.

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Limitations on Offset or Exemption of REMIC Income

A portion or all of the REMIC taxable income includible in determining the federal income tax liability of a Residual Certificateholder will be subject to special treatment. That portion, referred to as the ‘‘excess inclusion,’’ is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for such quarterly period of:

•  120% of the long-term applicable Federal rate that would have applied to the Residual Certificate (if it were a debt instrument) on the Startup Day under Code Section 1274(d), multiplied by;
•  the adjusted issue price of such Residual Certificate at the beginning of such quarterly period.

For this purpose, the adjusted issue price of a Residual Certificate at the beginning of a quarter is the issue price of the Residual Certificate, plus the amount of such daily accruals of REMIC income described in this paragraph for all prior quarters, decreased by any distributions made with respect to such Residual Certificate prior to the beginning of such quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of such income as the adjusted issue price of the Residual Certificates diminishes.

The portion of a Residual Certificateholder’s REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on such Residual Certificateholder’s return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if the Residual Certificateholder is an organization subject to the tax on unrelated business income imposed by Code Section 511, the Residual Certificateholder’s excess inclusions will be treated as unrelated business taxable income of such Residual Certificateholder for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons (as defined below under ‘‘Tax-Related Restrictions on Transfer of Residual Certificates — Foreign Investors’’), and the portion thereof attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax (by treaty or otherwise). See ‘‘Taxation of Certain Foreign Investors — Residual Certificates’’ below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

The Code provides three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a Residual Certificateholder. First, alternative minimum taxable income for a Residual Certificateholder is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, a Residual Certificateholder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Tax-Related Restrictions on Transfer of Residual Certificates

Disqualified Organizations.    If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization, a tax would be imposed in an amount equal to the product of:

•  the present value of the total anticipated excess inclusions with respect to such Residual Certificate for periods after the transfer; and
•  the highest marginal federal income tax rate applicable to corporations.

The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the

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Prepayment Assumption. The present value rate equals the applicable federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such a tax generally would be imposed on the transferor of the Residual Certificate, except that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualified Organization, the tax would instead be imposed on such agent. However, a transferor of a Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false.

In addition, if a Pass-Through Entity has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in such entity, then a tax is imposed on such entity equal to the product of:

•  the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during the period such interest is held by such Disqualified Organization; and
•  the highest marginal federal corporate income tax rate.

Such tax would be deductible from the ordinary gross income of the Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualified Organization or stating such holder’s taxpayer identification number and, during the period such person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that such affidavit is false.

If an ‘‘electing large partnership’’ holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by section 860E(c) of the Code. An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership.

For these purposes:

•  ‘‘Disqualified Organization’’ means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (provided, that such term does not include an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by any such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), and any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511;
•  ‘‘Pass-Through Entity’’ means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis (except as may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to such interest, be treated as a Pass-Through Entity); and
•  an ‘‘electing large partnership’’ means any partnership having more than 100 members during the preceding tax year (other than certain service partnerships and commodity pools), which elect to apply simplified reporting provisions under the Code.

The Pooling Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred unless:

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•  the proposed transferee provides to the transferor and the trustee an affidavit providing its taxpayer identification number and stating that such transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing such Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman thereof); and
•  the transferor provides a statement in writing to the depositor and the trustee that it has no actual knowledge that such affidavit is false.

Moreover, the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to such restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership thereof, to any amendments to the related Pooling Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the depositor or the trustee may charge a fee for computing and providing such information.

Noneconomic Residual Interests.    The REMIC Regulations disregard certain transfers of Residual Certificates, in which case the transferor continues to be treated as the owner of the Residual Certificates and thus continues to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a ‘‘noneconomic residual interest’’ (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined below under ‘‘— Foreign Investors’’) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a residual interest with a positive value at issuance) is a ‘‘noneconomic residual interest’’ unless, at the time of the transfer:

•  the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs; and
•  the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes.

The anticipated excess inclusions and the present value rate are determined in the same manner as set forth above under ‘‘— Disqualified Organizations.’’ The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. A safe harbor is provided if:

•  the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future;
•  the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due; and
•  transferee represents that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person.

The transferor must have no actual knowledge or reason to know that those statements are false. The Pooling Agreement with respect to each series of certificates will require the transferee

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of a Residual Certificate to certify to the matters in the bullet points set forth above as part of the affidavit described above under the heading ‘‘Disqualified Organizations.’’ The transferor must have no actual knowledge or reason to know that such statements are false.

In addition to the three conditions set forth above for the transferor of a noneconomic residual interest to be presumed not to have knowledge that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC, recently issued Treasury regulations require a fourth condition for the transferor to be presumed to lack such knowledge. The condition must be satisfied in one of the two alternative ways for the transferor to have a ‘‘safe harbor’’ against ignoring the transfer: Either

(a)    the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest must not exceed the sum of:

(i)  the present value of any consideration given to the transferee to acquire the interest;
(ii)  the present value of the expected future distributions on the interest; and
(iii)  the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of the computations under this ‘‘minimum transfer price’’ alternative, the transferee is assumed to pay tax at the highest rate of tax specified in Section 11(b)(1) of the Code (currently 35%) or, in certain circumstances the alternative minimum tax rate. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Section 1274(d) of the Code for the month of such transfer and the compounding period used by the transferee; or

(b)    (i)        the transferee must be a domestic ‘‘C’’ corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net assets tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years);

(ii)  the transferee must agree in writing that it will transfer the Residual Certificate only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and
(iii)  the facts and circumstances known to the transferor on or before the date of the transfer must not reasonably indicate that the taxes associated with ownership of the Residual Certificate will not be paid by the transferee.

Foreign Investors.    The REMIC Regulations provide that the transfer of a Residual Certificate that has ‘‘tax avoidance potential’’ to a ‘‘foreign person’’ will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a ‘‘U.S. Person’’ (as defined below), unless such transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer, (i) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (ii) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool 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 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.

Unless otherwise stated in the prospectus supplement relating to a series of certificates, a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person or to a partnership (including any entity treated as a partnership for U.S. federal income

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tax purposes) any interest in which is owned (or, may be owned pursuant to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not a ‘‘U.S. Person’’. The term ‘‘U.S. Person’’ means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate that is subject to United States federal income tax regardless of the source of its income or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more United States persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons if such election has been made).

In addition, under temporary and final Treasury regulations, effective August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Accordingly, the Pooling Agreement will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) not a U.S. Person..

Sale or Exchange of a Residual Certificate

Upon the sale or exchange of a Residual Certificate, the Residual Certificateholder will recognize gain or loss equal to the excess, if any, of the amount realized over the adjusted basis (as described above under ‘‘Taxation of Residual Certificates — Basis and Losses’’) of such Residual Certificateholder in such Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, a Residual Certificateholder will have taxable income to the extent that any cash distribution to it from the REMIC Pool exceeds such adjusted basis on that Distribution Date. Such income will be treated as gain from the sale or exchange of the Residual Certificate. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of a Residual Certificateholder’s Residual Certificate, in which case, if the Residual Certificateholder has an adjusted basis in such Residual Certificateholder’s Residual Certificate remaining when its interest in the REMIC Pool terminates, and if such Residual Certificateholder holds such Residual Certificate as a capital asset under Code Section 1221, then such Residual Certificateholder will recognize a capital loss at that time in the amount of such remaining adjusted basis.

Any gain on the sale of a Residual Certificate will be treated as ordinary income (i) if a Residual Certificate is held as part of a ‘‘conversion transaction’’ as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Residual Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of the Residual Certificate, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after such sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a ‘‘taxable mortgage pool’’ (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

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Mark to Market Regulations

The Service has issued regulations under Code Section 475 relating to the requirement that a securities dealer mark to market securities held for sale to customers. These regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

Taxes that May be Imposed on the REMIC Pool

Prohibited Transactions

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include:

•  the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete) liquidation;
•  the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold;
•  the receipt of compensation for services; or
•  the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation.

Notwithstanding the first or fourth bullet points set forth above, it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a clean-up call (generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding). The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool:

•  during the three months following the Startup Day;
•  made to a qualified reserve fund by a Residual Certificateholder;
•  in the nature of a guarantee;
•  made to facilitate a qualified liquidation or clean-up call; and
•  as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property

The REMIC Pool will be subject to federal income tax at the highest corporate rate on ‘‘net income from foreclosure property,’’ determined by reference to the rules applicable to real estate

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investment trusts. Generally, property acquired by deed in lieu of foreclosure would be treated as ‘‘foreclosure property’’ for a period ending with the third calendar year following the year of acquisition of such property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which such adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

The REMIC Pool will be required to maintain its books on a calendar year basis and to file federal income tax returns for federal income tax purposes in a manner similar to a partnership. The form for such income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign the REMIC Pool’s returns. Treasury regulations provide that, except where there is a single Residual Certificateholder for an entire taxable year, the REMIC Pool will be subject to the procedural and administrative rules of the Code applicable to partnerships, including the determination by the IRS of any adjustments to, among other things, items of REMIC income, gain, loss, deduction or credit in a unified administrative proceeding. The Residual Certificateholder owning the largest percentage interest in the Residual Certificates will be obligated to act as ‘‘tax matters person,‘‘ as defined in applicable Treasury regulations, with respect to the REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of such Residual Certificates, to have agreed:

•  to the appointment of the tax matters person as provided in the preceding sentence; and
•  to the irrevocable designation of the master servicer as agent for performing the functions of the tax matters person.

Limitations on Deduction of Certain Expenses

An investor who is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that such itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of:

•  3% of the excess, if any, of adjusted gross income over a threshold amount; or
•  80% of the amount of itemized deductions otherwise allowable for such year.

Under current law, the applicable limitation is reduced by one third for taxable years beginning in 2006 and 2007, and by two thirds in taxable years beginning in 2008 and 2009. For taxable years beginning after December 31, 2009 the overall limitation on itemized deductions is repealed. In the case of a REMIC Pool, such deductions may include deductions under Code

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Section 212 for the servicing fee and all administrative and other expenses relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. Such investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of such expenses allocated to them as additional gross income, but may be subject to such limitation on deductions. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to significant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, such additional gross income and limitation on deductions will apply to the allocable portion of such expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where such Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, such allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. Unless otherwise indicated in the applicable prospectus supplement, all such expenses will be allocable to the Residual Certificates.

Taxation of Certain Foreign Investors

Regular Certificates

Interest, including original issue discount, distributable to Regular Certificateholders who are nonresident aliens, foreign corporations, or other Non-U.S. Persons (as defined below), will be considered ‘‘portfolio interest’’ and, therefore, generally will not be subject to 30% United States withholding tax, provided that such Non-U.S. Person:

•  is not a ‘‘10-percent shareholder’’ within the meaning of Code Section 871(h)(3)(B) or, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more mortgagors); and
•  provides the trustee, or the person who would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person.

The appropriate documentation includes Form W-8BEN, if the Non-U.S. 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 Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular 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 Non-U.S. 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 disclose the identity

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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 Regular Certificate. A ‘‘qualified intermediary’’ is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply. If the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Prepayment Premiums distributable to Regular Certificateholders who are Non-U.S. Persons may be subject to 30% United States withholding tax. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate. The term ‘‘Non-U.S. Person’’ means any person who is not a U.S. Person.

Residual Certificates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as ‘‘portfolio interest,’’ subject to the conditions described in ‘‘Regular Certificates’’ above, but only to the extent that:

•  the mortgage loans (including mortgage loans underlying MBS) were issued after July 18, 1984; and
•  the trust fund or segregated pool of assets therein (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in ‘‘registered form’’ within the meaning of Code Section 163(f)(1).

Generally, whole mortgage loans will not be, but MBS and regular interests in another REMIC Pool will be, considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an ‘‘excess inclusion.’’ See ‘‘Taxation of Residual Certificates — Limitations on Offset or Exemption of REMIC Income.’’ If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to such Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, such amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See ‘‘Tax-Related Restrictions on Transfer of Residual Certificates — Foreign Investors’’ above concerning the disregard of certain transfers having ‘‘tax avoidance potential’’, and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a ‘‘backup’’ withholding tax under Code Section 3406 of 28% (which rate is scheduled to increase to 31% after 2010) on ‘‘reportable

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payments’’ (including interest distributions, original issue discount, and, under certain circumstances, principal distributions) unless the Regular Certificateholder complies with certain reporting and/or certification procedures, including the provision of its taxpayer identification number to the trustee, its agent or the broker who effected the sale of the Regular Certificate, or such certificateholder is otherwise an exempt recipient under applicable provisions of the Code. Any amounts to be withheld from distribution on the Regular Certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. Investors are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in Service Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request such information from the nominee.

The Service’s Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses (see ‘‘Limitations on Deduction of Certain Expenses’’ above) allocable to such holders. Furthermore, under such regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described above under ‘‘Status of REMIC Certificates.’’

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FEDERAL INCOME TAX CONSEQUENCES
FOR CERTIFICATES AS TO WHICH NO
REMIC ELECTION IS MADE

Standard Certificates

General

In the event that no election is made to treat a trust fund (or a segregated pool of assets therein) with respect to a series of certificates that are not designated as ‘‘Stripped Certificates,’’ as described below, as a REMIC (Certificates of such a series hereinafter referred to as ‘‘Standard Certificates’’), in the opinion of Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP, counsel to the depositor, the trust fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a ‘‘taxable mortgage pool’’ within the meaning of Code Section 7701(i). Where there is no fixed retained yield with respect to the mortgage loans underlying the Standard Certificates, the holder of each such Standard Certificate (a ‘‘Standard Certificateholder’’) in such series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the trust fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion below under ‘‘Recharacterization of Servicing Fees.’’ Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on such mortgage loans, original issue discount (if any), prepayment fees, assumption fees, and late payment charges received by the master servicer, in accordance with such Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the servicing fee and all administrative and other expenses of the trust fund in accordance with its method of accounting, provided that such amounts are reasonable compensation for services rendered to that trust fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the servicing fee and all such administrative and other expenses of the trust fund, to the extent that such deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over a threshold amount or (ii) 80% of the amount of itemized deductions otherwise allowable for such year. These limitations will be phased out over the period 2006 — 2010. As a result, such investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on such Standard Certificates with respect to interest at the pass-through rate on such Standard Certificates. In addition, such expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause such investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the servicing fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the ‘‘stripped bond’’ and ‘‘stripped coupon’’ rules of the Code, as described below under ‘‘Stripped Certificates’’ and ‘‘Recharacterization of Servicing Fees,’’ respectively.

Tax Status

Standard Certificates will have the following status for federal income tax purposes:

1.    A Standard Certificate owned by a ‘‘domestic building and loan association’’ within the meaning of Code Section 7701(a)(19) will be considered to represent ‘‘loans . . . secured by an interest in real property which is . . . residential real property’’ within the meaning of

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Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in such section of the Code.

2.    A Standard Certificate owned by a real estate investment trust will be considered to represent ‘‘real estate assets’’ within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related trust fund consist of qualified assets, and interest income on such assets will be considered ‘‘interest on obligations secured by mortgages on real property’’ to such extent within the meaning of Code Section 856(c)(3)(B).

3.    A Standard Certificate owned by a REMIC will be considered to represent an ‘‘obligation . . . which is principally secured by an interest in real property’’ within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related trust fund consist of ‘‘qualified mortgages’’ within the meaning of Code Section 860G(a)(3).

Premium and Discount

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or thereafter.

Premium.    The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described above under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Taxation of Residual Certificates — Treatment of Certain Items of REMIC Income and Expense — Premium.’’

Original Issue Discount.    The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans as to which the conditions for the application of those sections are met. Rules regarding periodic inclusion of original issue discount income are applicable to mortgages of corporations originated after May 27, 1969, mortgages of noncorporate mortgagors (other than individuals) originated after July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under the OID Regulations, such original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of ‘‘teaser rates’’ on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to such income. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if such mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of such mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of such mortgage loans (i.e., points) will be includible by such holder.

Market Discount.    Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described above under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Taxation of Regular Certificates — Market Discount,’’ except that the ratable accrual methods described therein will not apply and it is unclear whether a Prepayment Assumption would apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. Unless indicated otherwise in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of such accrual.

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Recharacterization of Servicing Fees

If the servicing fee paid to the master servicer were deemed to exceed reasonable servicing compensation, the amount of such excess would represent neither income nor a deduction to certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that such amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. Service guidance indicates that a servicing fee in excess of reasonable compensation (‘‘excess servicing’’) will cause the mortgage loans to be treated under the ‘‘stripped bond’’ rules. Such guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of such amounts is not greater than the value of the services provided.

Accordingly, if the IRS’ approach is upheld, a servicer who receives a servicing fee in excess of such amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of such mortgage loans as ‘‘stripped coupons’’ and ‘‘stripped bonds.’’ Subject to the de minimis rule discussed below under ‘‘ — Stripped Certificates,’’ each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to the holder thereof. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of such trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the master servicer, or as including such portion as a second class of equitable interest. Applicable Treasury regulations treat such an arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, such a recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See ‘‘Stripped Certificates’’ below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received thereon. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), any such gain or loss would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income:

•  if a Standard Certificate is held as part of a ‘‘conversion transaction’’ as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard

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  Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of such transaction; or
•  in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates.

Capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Stripped Certificates

General

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of ‘‘stripped bonds’’ with respect to principal payments and ‘‘stripped coupons’’ with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as ‘‘Stripped Certificates.’’ Stripped Certificates include interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal and principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest as to which no REMIC election is made.

The certificates will be subject to those rules if:

•  the depositor or any of its affiliates retains (for its own account or for purposes of resale), in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans;
•  the master servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid (or retains) servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (see ‘‘Standard Certificates — Recharacterization of Servicing Fees’’ above); and
•  certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own ‘‘stripped bonds’’ with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or ‘‘stripped coupons’’ with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the master servicer, to the extent that such fees represent reasonable compensation for services rendered. See discussion above under ‘‘Standard Certificates — Recharacterization of Servicing Fees.’’ Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class (or subclass) of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described above under ‘‘Standard Certificates — General,’’ subject to the limitation described therein. Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that such stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where such Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans:

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•  the trust fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a ‘‘taxable mortgage pool’’ within the meaning of Code Section 7701(i); and
•  unless otherwise specified in the related prospectus supplement, each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition.

This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably should be made in one of the ways described below under ‘‘Taxation of Stripped Certificates — Possible Alternative Characterizations,’’ the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The Pooling Agreement requires that the trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations issued December 28, 1992 provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount (as described below), at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of such a Stripped Certificate would be treated as qualified stated interest under the OID Regulations. Further, these final regulations provide that the purchaser of such a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either:

•  the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule; or
•  no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans.

Any such market discount would be reportable as described under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Taxation of Regular Certificates — Market Discount,’’ without regard to the de minimis rule therein, assuming that a prepayment assumption is employed in such computation.

Status of Stripped Certificates

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, Stripped Certificates owned by applicable holders should be considered to represent ‘‘real estate assets’’ within the meaning of Code Section 856(c)(5)(B), ‘‘obligation[s] principally secured by an interest in real property’’ within the meaning of Code Section 860G(a)(3)(A), and ‘‘loans . . . secured by an interest in real property which is . . . residential real property’’ within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent ‘‘interest on obligations secured by mortgages on real property’’ within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on such mortgage loans qualify for such treatment.

Taxation of Stripped Certificates

Original Issue Discount.    Except as described above under ‘‘General,’’ each Stripped Certificate may be considered to have been issued at an original issue discount for federal income tax

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purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to such income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the 1986 Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a ‘‘Stripped Certificateholder’’) in any taxable year likely will be computed generally as described above under ‘‘Federal Income Tax Consequences for REMIC Certificates — Taxation of Regular Certificates — Original Issue Discount’’ and ‘‘ — Variable Rate Regular Certificates.’’ However, with the apparent exception of a Stripped Certificate qualifying as a market discount obligation, as described above under ‘‘General,’’ the issue price of a Stripped Certificate will be the purchase price paid by each holder thereof, and the stated redemption price at maturity will include the aggregate amount of the payments, other than qualified stated interest to be made on the Stripped Certificate to such Stripped Certificateholder, presumably under the Prepayment Assumption.

If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of such original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by such Stripped Certificateholder’s Stripped Certificate. It is unclear under what circumstances, if any, the prepayment of mortgage loans or MBS will give rise to a loss to the holder of a Stripped Certificate. If the certificate is treated as a single instrument rather than an interest in discrete mortgage loans and the effect of prepayments is taken into account in computing yield with respect to the grantor trust certificate, it appears that no loss will be available as a result of any particular prepayment unless prepayments occur at a rate sufficiently faster than the assumed prepayment rate so that the certificateholder will not recover its investment. However, if the certificate is treated as an interest in discrete mortgage loans or MBS, or if no prepayment assumption is used, then when a mortgage loan or MBS is prepaid, the holder of the certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the certificate that is allocable to the mortgage loan or MBS. Holders of Stripped Certificates are urged to consult with their own tax advisors regarding the proper treatment of these certificates for federal income tax purposes.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that such interest payments are ‘‘contingent’’ within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, such regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of such principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

In light of the application of Section 1286 of the Code, a beneficial owner of a Stripped Certificate 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 Certificates, 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 Certificate generally will be different than that reported to holders and the IRS. You should consult your own tax advisor regarding your

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obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences for failure to do so.

Sale or Exchange of Stripped Certificates.    Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in such Stripped Certificate, as described above under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Taxation of Regular Certificates — Sale or Exchange of Regular Certificates.’’ It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificateholder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Purchase of More Than One Class of Stripped Certificates.    Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes such classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

Possible Alternative Characterizations.    The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of:

•  one installment obligation consisting of such Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of such Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan;
•  as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan; or
•  a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect thereto. Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that such Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on each such mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Final regulations issued on December 28, 1992 regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to those regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

Reporting Requirements and Backup Withholding

The trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during such year, such information (prepared on the basis described above) as the trustee deems to be necessary or desirable to enable such certificateholders to prepare their federal income tax returns. Such information will include the amount of original issue discount accrued on certificates held by persons other than certificateholders exempted from the reporting requirements. The amounts required to be reported by the trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a certificateholder, other than an original

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certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates, unless provided otherwise in the applicable prospectus supplement, such reporting will be based upon a representative initial offering price of each class of Stripped Certificates. The trustee will also file such original issue discount information with the IRS. If a certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, 28% (which rate is scheduled to increase to 31% after 2010) backup withholding may be required in respect of any reportable payments, as described above under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Backup Withholding.’’

On January 24, 2006, Treasury published final regulations which establish a reporting framework for interests in ‘‘widely held fixed investment trusts’’ and 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 an arrangement 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 (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name. The trustee will be required to calculate and provide information to the IRS and to requesting persons with respect to the trust fund in accordance with these new regulations beginning with the 2007 calendar year. The trustee, or applicable middleman, will be required to file information returns with the IRS and provide tax information statements to certificateholders in accordance with these new regulations after December 31, 2007.

Taxation of Certain Foreign Investors

To the extent that a certificate evidences ownership in mortgage loans that are issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Code Section 1441 or 1442 to nonresident aliens, foreign corporations, or other Non-U.S. Persons generally will be subject to 30% United States withholding tax, or such lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the Standard Certificateholder or Stripped Certificateholder on the sale or exchange of such a certificate also will be subject to federal income tax at the same rate.

Treasury regulations provide that interest or original issue discount paid by the trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans issued after July 18, 1984 will be ‘‘portfolio interest’’ and will be treated in the manner, and such persons will be subject to the same certification requirements, described above under ‘‘Certain Federal Income Tax Consequences for REMIC Certificates — Taxation of Certain Foreign Investors — Regular Certificates.’’

STATE, LOCAL AND OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences described in ‘‘Certain Federal Income Tax Consequences,’’ potential investors should consider the state and local tax consequences of the acquisition, ownership, and disposition of 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, prospective investors should consult their tax advisors with respect to the various tax consequences of investments in the offered certificates.

CERTAIN ERISA CONSIDERATIONS

General

Sections 404 and 406 of the Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’), impose certain fiduciary requirements and prohibited transaction restrictions on

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employee pension and welfare benefit plans subject to ERISA (‘‘ERISA Plans’’) and on certain other arrangements, including bank collective investment funds and insurance company general and separate accounts in which such ERISA Plans are invested. Section 4975 of the Code imposes essentially the same prohibited transaction restrictions on tax-qualified retirement plans described in Section 401(a) of the Code and on Individual Retirement Accounts described in Section 408 of the Code (collectively, ‘‘Tax Favored Plans’’).

Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) (collectively with ERISA Plans and Tax-Favored plans, ‘‘Plans’’) are not subject to ERISA requirements. Accordingly, assets of such plans may be invested in offered certificates without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law (‘‘Similar Law’’). Any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of a Plan and persons (‘‘Parties in Interest’’ within the meaning of ERISA and ‘‘disqualified persons’’ within the meaning of the Code; collectively, ‘‘Parties in Interest’’) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available with respect to any such transaction. Pursuant to Section 4975 of the Code, certain Parties in Interest to a prohibited transaction may be subject to a nondeductible 15% per annum excise tax on the amount involved in such transaction, which excise tax increases to 100% if the Party in Interest involved in the transaction does not correct such transaction during the taxable period. In addition, such Party in Interest may be subject to a penalty imposed pursuant to Section 502(i) of ERISA. The United States Department of Labor (‘‘DOL’’) and participants, beneficiaries and fiduciaries of ERISA Plans may generally enforce violations of ERISA, including the prohibited transaction provisions. If the prohibited transaction amounts to a breach of fiduciary responsibility under ERISA, a 20% civil penalty may be imposed on the fiduciary or other person participating in the breach.

Plan Asset Regulations

Certain transactions involving the trust fund, including a Plan’s investment in offered certificates, might be deemed to constitute prohibited transactions under ERISA, the Code or Similar Law if the underlying Mortgage Assets and other assets included in a related trust fund are deemed to be assets of such Plan. Section 2510.3-101 of the DOL regulations (the ‘‘Plan Asset Regulations’’) defines the term ‘‘Plan Assets’’ for purposes of applying the general fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and the Code. Under the Plan Asset Regulations, generally, when a Tax Favored Plan acquires an equity interest in an entity, the Tax Favored Plan’s assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable here apply, or unless the equity participation in the entity by ‘‘benefit plan investors’’ (i.e., Tax Favored Plans and entities which are deemed to hold plan assets by virtue of a Tax Favored Plan’s investment in such entities) is not ‘‘significant,’’ both as defined therein. For this purpose, in general, 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. Equity participation in a trust fund will be significant on any date if immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

The prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may apply to a trust fund and cause the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or

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certain affiliates thereof to be considered or become Parties in Interest with respect to an investing Plan (or of a Plan holding an interest in an investing entity). If so, the acquisition or holding of certificates by or on behalf of the investing Plan could also give rise to a prohibited transaction under ERISA, the Code or Similar Law, unless some statutory, regulatory or administrative exemption is available. Certificates acquired by a Plan may be assets of that Plan. Under the Plan Asset Regulations, the trust fund, including the mortgage assets and the other assets held in the trust fund, may also be deemed to be Plan Assets of each Plan that acquires certificates. Special caution should be exercised before Plan Assets are used to acquire a certificate in such circumstances, especially if, with respect to such assets, the depositor, the master servicer, any special servicer, any sub-servicer, any manager, the trustee, the obligor under any credit enhancement mechanism or an affiliate thereof either:

•  has investment discretion with respect to the investment of Plan Assets; or
•  has authority or responsibility to give (or regularly gives) investment advice with respect to Plan Assets for a fee pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such Plan Assets.

Any person who has discretionary authority or control respecting the management or disposition of Plan Assets, and any person who provides investment advice with respect to such assets for a fee, is a fiduciary of the investing Plan. If the mortgage assets and other assets included in a trust fund constitute Plan Assets, then any party exercising management or discretionary control regarding those assets, such as the master servicer, any special servicer, any sub-servicer, the trustee, the obligor under any credit enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan ‘‘fiduciary’’ and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code with respect to the investing Plan. In addition, if the mortgage assets and other assets included in a trust fund constitute Plan Assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code.

The Plan Asset Regulations provide that where a Plan acquires a ‘‘guaranteed governmental mortgage pool certificate,’’ the Plan’s assets include such certificate but do not solely by reason of the Plan’s holdings of such certificate include any of the mortgages underlying such certificate. The Plan Asset Regulations include in the definition of a ‘‘guaranteed governmental mortgage pool certificate’’ FHLMC Certificates, GNMA Certificates, FNMA Certificates and FAMC Certificates. Accordingly, even if such MBS included in a trust fund were deemed to be assets of Plan investors, the mortgages underlying such MBS would not be treated as assets of such Plans. 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. Potential Plan investors should consult their counsel and review the ERISA discussion in the related prospectus supplement before purchasing any such certificates.

Prohibited Transaction Exemptions

The DOL granted an individual exemption, DOL Final Authorization Number 97-03E, as amended by Prohibited Transaction Exemption 97-34, Prohibited Transaction Exemption 2000-58 and Prohibited Transaction Exemption 2002-41 (the ‘‘Exemption’’), to Deutsche Bank Securities, Inc. (‘‘DBSI’’) which generally exempts from the application of the prohibited transaction provisions of Section 406 of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the initial purchase, holding and subsequent resale of mortgage pass-through certificates underwritten by an Underwriter (as hereinafter defined), provided that certain conditions set forth in the Exemption are satisfied. For purposes of this Section ‘‘Certain ERISA Considerations,’’ the term ‘‘Underwriter’’ shall include (a) DBNY and DBSI, (b) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with DBNY and DBSI and (c) any member of the

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underwriting syndicate or selling group of which a person described in (a) or (b) is a manager or co-manager with respect to a class of certificates.

The Exemption sets forth five general conditions which must be satisfied for the Exemption to apply. The conditions are as follows:

first, the acquisition of certificates by a Plan or with Plan Assets 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;

second, the certificates at the time of acquisition by a Plan or with Plan Assets must be rated in one of the four highest generic rating categories by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc. or Fitch, Inc. (collectively, the ‘‘Exemption Rating Agencies’’);

third, the trustee cannot be an affiliate of any member of the Restricted Group, other than an Underwriter; the ‘‘Restricted Group’’ consists of any Underwriter, the depositor, the trustee, the master servicer, any sub-servicer, any party that is considered a ‘‘sponsor’’ within the meaning of the Exemption and any obligor with respect to assets included in the trust fund constituting more than 5% of the aggregate unamortized principal balance of the assets in the trust fund as of the date of initial issuance of the certificates;

fourth, the sum of all payments made to and retained by the Underwriter(s) must represent not more than reasonable compensation for underwriting the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master servicer and any sub-servicer must represent not more than reasonable compensation for such person’s services under the related Pooling Agreement and reimbursement of such person’s reasonable expenses in connection therewith; and

fifth, the Exemption states that the investing Plan or Plan Asset investor must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as amended.

The Exemption also requires that the trust fund meet the following requirements:

•  the trust fund must consist solely of assets of the type that have been included in other investment pools;
•  certificates evidencing interests in such other investment pools must have been rated in one of the four highest categories of one of the Exemption Rating Agencies for at least one year prior to the acquisition of certificates by or on behalf of a Plan or with Plan Assets; and
•  certificates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any acquisition of certificates by or on behalf of a Plan or with Plan Assets.

A fiduciary of a Plan or any person investing Plan Assets intending to purchase a certificate must make its own determination that the conditions set forth above will be satisfied with respect to such certificate.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with the direct or indirect sale, exchange, transfer, holding or the direct or indirect acquisition or disposition in the secondary market of certificates by a Plan or with Plan Assets. 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 a certificate on behalf of an ‘‘Excluded Plan’’ by any person who has discretionary authority or renders investment advice

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with respect to the assets of such Excluded Plan. For purposes of the certificates, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:

•  the direct or indirect sale, exchange or transfer of certificates in the initial issuance of certificates between the depositor or an Underwriter and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan Assets in the certificates is (a) a mortgagor with respect to 5% or less of the fair market value of the trust fund or (b) an affiliate of such a person;
•  the direct or indirect acquisition or disposition in the secondary market of certificates by a Plan; and
•  the holding of certificates by a Plan or with Plan Assets.

Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407 of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the trust fund. The depositor expects that the specific conditions of the Exemption required for this purpose will be satisfied with respect to the Certificates so that the Exemption would provide an exemption from the restrictions imposed by Sections 406(a) and (b) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code) for transactions in connection with the servicing, management and operation of the trust fund, provided that the general conditions of the Exemption are satisfied.

The Exemption also may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Section 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code if such 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 providing services to the Plan (or by virtue of having certain specified relationships to such a person) solely as a result of the Plan’s ownership of certificates.

Because the exemptive relief afforded by the Exemption (or any similar exemption that might be available) will not apply to the purchase, sale or holding of certain certificates, such as Residual Certificates or any certificates (‘‘ERISA Restricted Certificates’’) which are not rated in one of the four highest generic rating categories by at least one of the Exemption Rating Agencies, transfers of such certificates to a Plan, to a trustee or other person acting on behalf of any Plan, or to any other person investing Plan Assets to effect such acquisition will not be registered by the trustee unless the transferee provides the depositor, the trustee and the master servicer with an opinion of counsel satisfactory to the depositor, the trustee and the master servicer, which opinion will not be at the expense of the depositor, the trustee or the master servicer, that the purchase of such certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law and will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Agreement.

In lieu of such opinion of counsel with respect to ERISA Restricted Certificates, the transferee may provide a certification substantially to the effect that the purchase of ERISA Restricted Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in any nonexempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the depositor, the trustee or the master servicer to any obligation in addition to those undertaken in the Pooling Agreement and the following conditions are satisfied:

•  the transferee is an insurance company and the source of funds used to purchase such ERISA Restricted Certificates is an ‘‘insurance company general account’’ (as such term is defined in PTCE 95-60); and

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•  the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied; and
•  there is no Plan with respect to which the amount of such general account’s reserves and for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any ‘‘affiliate’’ thereof, as defined in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such ERISA Restricted Certificates.

The purchaser or any transferee of any interest in an ERISA Restricted Certificate or Residual Certificate that is not a definitive certificate, by the act of purchasing such certificate, shall be deemed to represent that it is not a Plan or directly or indirectly purchasing such certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. The ERISA Restricted Certificates and Residual Certificates will contain a legend describing such restrictions on transfer and the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void.

There can be no assurance that any DOL exemption will apply with respect to any particular Plan that acquires the certificates or, even if all the conditions specified therein were satisfied, that any such exemption would apply to all transactions involving the trust fund. Prospective Plan investors should consult with their legal counsel concerning the impact of ERISA, the Code and Similar Law and the potential consequences to their specific circumstances prior to making an investment in the certificates. Neither the depositor, the trustee, the master servicer nor any of their respective affiliates will make any representation to the effect that the certificates satisfy all legal requirements with respect to the investment therein by Plans generally or any particular Plan or to the effect that the certificates are an appropriate investment for Plans generally or any particular Plan.

Before purchasing a certificate (other than an ERISA Restricted Certificate, Residual Certificate or any certificate which is not rated in one of the four highest generic rating categories by at least one of the Exemption Rating Agencies), a fiduciary of a Plan should itself confirm that (a) all the specific and general conditions set forth in the Exemption would be satisfied and (b) the certificate constitutes a ‘‘certificate’’ for purposes of the Exemption. In addition, a Plan fiduciary should consider its general fiduciary obligations under ERISA in determining whether to purchase a certificate on behalf of a Plan. Finally, a Plan fiduciary should consider the fact that the DOL, in granting the Exemption, may not have had under its consideration interests in pools of the exact nature of some of the certificates described herein.

Tax Exempt Investors

A Plan that is exempt from federal income taxation pursuant to Section 501 of the Code (a ‘‘Tax Exempt Investor’’) nonetheless will be subject to federal income taxation to the extent that its income is ‘‘unrelated business taxable income’’ (‘‘UBTI’’) within the meaning of Section 512 of the Code. All ‘‘excess inclusions’’ of a REMIC allocated to a Residual Certificate held by a Tax-Exempt Investor will be considered UBTI and thus will be subject to federal income tax. See ‘‘Certain Federal Income Tax Consequences — Federal Income Tax Consequences for REMIC Certificates — Taxation of Residual Certificates — Limitations on Offset or Exemption of REMIC Income.’’

LEGAL INVESTMENT

If so specified in the related prospectus supplement, certain classes of certificates will constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (‘‘SMMEA’’). Generally, the only classes of certificates that qualify as ‘‘mortgage related securities’’ will be those that:

•  are rated in one of two highest rating categories by at least one nationally recognized statistical rating organization; and

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•  are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

The appropriate characterization of those certificates not qualifying as ‘‘mortgage related securities’’ for purposes of SMMEA (‘‘Non-SMMEA Certificates’’) under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such certificates, may be subject to significant interpretive uncertainties. Accordingly, all investors 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 Non-SMMEA Certificates constitute legal investments for them.

Those classes of certificates qualifying as ‘‘mortgage related securities,’’ will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities, including depository institutions, insurance companies, trustees, and pension funds, created pursuant to or existing under the laws of the United States or of any state, including the District of Columbia and Puerto Rico, whose authorized investments are subject to state regulation 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 constitute legal investments for those entities.

Under SMMEA, a number of states enacted legislation, on or prior to the October 3, 1991 cutoff for those enactments, limiting to varying extents the ability of certain entities (in particular, insurance companies) to invest in ‘‘mortgage related securities’’ secured by liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of ‘‘mortgage related security’’ to include, in relevant part, certificates satisfying the rating and qualified originator requirements for ‘‘mortgage related securities, ‘‘ but evidencing interests in a trust fund consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to Section 347 and prohibiting or restricting the purchase, holding or investment by state-regulated entities in such types of certificates. Accordingly, the investors affected by any state legislation overriding the preemptive effect of SMMEA will be authorized to invest in certificates qualifying as ‘‘mortgage related securities’’ only to the extent provided in such legislation.

SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: 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 thereby, federal credit unions may invest in those securities, and national banks may purchase those securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those regulations as the applicable federal regulatory authority may prescribe. In this connection, the Office of the Comptroller of the Currency (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 certain general standards in 12 C.F.R. Section 1.5 concerning ‘‘safety and soundness’’ and retention of credit information), certain ‘‘Type IV securities, ‘‘ defined in 12 C.F.R. Section 1.2(m) to include certain ‘‘residential mortgage-related securities’’ and ‘‘commercial mortgage-related securities.’’ As so defined, ‘‘residential mortgage-related security’’ and ‘‘commercial mortgage-related security’’ mean, in relevant part, ‘‘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

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obligors,’’ no representation is made as to whether any class of offered certificates will qualify as ‘‘commercial mortgage-related securities, ‘‘ and thus as ‘‘Type IV securities,’’ for investment by national banks. The National Credit Union Administration (the ‘‘NCUA’’) has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in ‘‘mortgage related securities,’’ other than stripped mortgage related securities, (unless the credit union complies with the requirements of 12 C.F.R. Section 703.16(e) for investing in those securities), residual interests in mortgage related securities, and commercial mortgage related securities, subject to compliance with general rules governing investment policies and practices; however, credit unions approved for the NCUA’s ‘‘investment pilot program’’ under 12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of securities, while ‘‘RegFlex credit unions’’ may invest in commercial mortgage related securities under certain conditions pursuant to 12 C.F.R. Section 742.4(b)(2). The Office of Thrift Supervision (the ‘‘OTS’’) has issued Thrift Bulletin 13a (December 1, 1998), ‘‘Management of Interest Rate Risk, Investment Securities, and Derivatives Activities,’’ and Thrift Bulletin 73a (December 18, 2001), ‘‘Investing in Complex Securities,’’ which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the certificates.

All depository institutions considering an investment in the certificates should review the ‘‘Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities’’ (the ‘‘1998 Policy Statement’’) of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the OCC, the Federal Deposit Insurance Corporation and the OTS, effective May 26, 1998, and by the NCUA, effective October 1, 1998. The 1998 Policy 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.

Investors whose investment activities are subject to regulation by federal or state authorities should review rules, policies, and guidelines adopted from time to time by those authorities before purchasing any certificates, as certain series or classes may be deemed unsuitable investments, or may otherwise be restricted, under those rules, policies, or guidelines (in certain instances irrespective of SMMEA).

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 certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form.

Except as to the status of certain classes of offered certificates as ‘‘mortgage related securities,’’ no representations are made as to the proper characterization of the certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the certificates) may adversely affect the liquidity of the certificates.

Accordingly, all investors 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 certificates constitute legal investments or are subject to investment, capital, or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to that investor.

USE OF PROCEEDS

The net proceeds to be received from the sale of the certificates of any series will be applied by the depositor to the purchase of the assets of the trust fund or will be used by the depositor

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to cover expenses related thereto. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions.

METHOD OF DISTRIBUTION

The certificates offered hereby and by the related prospectus supplements will be offered in series through one or more of the methods described below. The prospectus supplement prepared for each series will describe the method of offering being utilized for that series and will state the net proceeds to the depositor from such sale.

The depositor intends that offered certificates will be offered through the following methods from time to time and 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. Such 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 the depositor with institutional investors through dealers; and

3.    By direct placements by the depositor 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 related mortgage assets that would comprise the trust fund for such certificates.

If underwriters are used in a sale of any offered certificates (other than in connection with an underwriting on a best efforts basis), such certificates will be acquired by the underwriters for their own account and 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 set forth on the cover of the prospectus supplement relating to such series and the members of the underwriting syndicate, if any, will be named in such prospectus supplement.

In connection with the sale of offered certificates, underwriters may receive compensation from the depositor or from purchasers of the offered certificates in the form of discounts, concessions or commissions. Underwriters and dealers participating in the distribution of the offered certificates may be deemed to be underwriters in connection with such certificates, and any discounts or commissions received by them from the depositor and any profit on the resale of offered certificates by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.

It is anticipated that the underwriting agreement pertaining to the sale of the offered certificates of any series will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all such certificates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that, in limited circumstances, the depositor will indemnify the several underwriters and the underwriters will indemnify the depositor against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments required to be made in respect thereof.

The prospectus supplement with respect to any series offered by placements through dealers will contain information regarding the nature of such offering and any agreements to be entered into between the depositor and purchasers of offered certificates of such series.

The depositor anticipates that the offered certificates will be sold primarily to institutional investors. Purchasers of offered certificates, including dealers, may, depending on the facts and

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circumstances of such 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 such reoffer or sale.

All or part of any class of offered certificates may be acquired by the depositor or by an affiliate of the depositor in a secondary market transaction or from an affiliate. Such offered certificates may then be included in a trust fund, the beneficial ownership of which will be evidenced by one or more classes of mortgage-backed certificates, including subsequent series of certificates offered pursuant to this prospectus and a prospectus supplement.

As to any series of certificates, only those classes rated in an investment grade rating category by any nationally recognized rating agency will be offered hereby. Any unrated class may be initially retained by the depositor, and may be sold by the depositor at any time to one or institutional investors.

If and to the extent required by applicable law or regulation, this prospectus will be used by the Underwriter in connection with offers and sales related to market-making transactions in the offered certificates with respect to which the Underwriter acts as principal. The Underwriter may also act as agent in such transactions. Sales may be made at negotiated prices determined at the time of sales.

LEGAL MATTERS

Certain legal matters in connection with the certificates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP or such other firm as may be specified in the related prospectus supplement.

FINANCIAL INFORMATION

A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this Prospectus or in the related prospectus supplement. The depositor has determined that its 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 they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one nationally recognized rating agency.

Ratings on mortgage pass-through certificates address the likelihood of receipt by the holders thereof of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of interest-only might, in extreme cases fail to recoup their initial investments. Furthermore, ratings on mortgage pass-through certificates do not address the price of such certificates or the suitability of such certificates to the investor.

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.

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INDEX OF DEFINED TERMS


  Page
1986 Act 90
1998 Policy Statement 124
Accrual Certificates 44
Accrued Certificate Interest 44
Act 82
ADA 85
affiliate 122
ARM Loans 33
Available Distribution Amount 43
Bankruptcy Code 79
Book-Entry Certificates 43
Cash Flow Agreement 36
Certificate Account 35
Certificate Balance 45
Certificate Owner 50
CMBS 24
Code 87
Companion Class 46
Controlled Amortization Class 46
CPR 40
Credit Support 35
Cut-off Date 45
DBBM 24
DBMC 24
DBSI 119
Debt Service Coverage Ratio 30
Definitive Certificates 43
Determination Date 37, 43
Disqualified Organization 101
Distribution Date Statement 47
DOL 118
DTC 50
DTC Participants 50
Due Period 37
due-on-sale 77
electing large partnership 101
Equity Participation 32
ERISA 117
ERISA Plans 118
ERISA Restricted Certificates 121
Events of Default 66
Excess Funds 42
excess servicing 112
Exemption 119
Exemption Rating Agencies 120
FAMC 34
FHLMC 34
Financial Intermediary 50
FNMA 34
GACC 23
Garn Act 84
GNMA 34
Insurance Proceeds 58
IRS 61
Letter of Credit Bank 72
Liquidation Proceeds 58
Loan-to-Value Ratio 30
Lock-out Date 32
Lock-out Period 32
MBS 27
MBS Agreement 34
MBS Issuer 34
MBS Servicer 34
MBS Trustee 34
NCUA 124
Net Leases 30
Net Operating Income 30
Nonrecoverable Advance 47
Non-SMMEA Certificates 123
Non-U.S. Person 108
OCC 123
OID Regulations 90
OTS 124
Parties in Interest 118
Pass-Through Entity 101
Percentage Interest 43
Permitted Investments 57
Plan Asset Regulations 118
Plan Assets 118
Plans 118
Pooling Agreement 52
Prepayment Assumption 91
Prepayment Interest Shortfall 38
Prepayment Premium 32
Purchase Price 54
Record Date 43
Regular Certificateholder 90
Regular Certificates 87
Related Proceeds 47
Relief Act 85
REMIC 87
REMIC Certificates 87
REMIC Pool. 87
REMIC Regulations 87
REO Property 55
Residual Certificateholders 97

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  Page
Service 89
Similar Law 118
SMMEA 122
SPA 40
Standard Certificateholder 110
Standard Certificates 110
Stripped Certificateholder 115
Stripped Certificates, 110
Tax Exempt Investor 122
Tax Favored Plans 118
Title V 84
Treasury 87
UBTI 122
UCC 75
Underwriter 119
U.S. Person 104
Value 31
Voting Rights 49
Warranting Party 54

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This diskette relates to the prospectus supplement in regard to the COMM 2006-C8, Commercial Mortgage Pass-Through Certificates. This diskette should be reviewed only in conjunction with the entire prospectus supplement. This diskette does not contain all relevant information relating to the underlying Mortgage Loans. Such information is described elsewhere in the prospectus supplement. Any information contained on this diskette will be more fully described elsewhere in the prospectus supplement. The information on this diskette should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, a prospective investor shall receive and should carefully review the prospectus supplement.

‘‘Annex A COMM 2006-C8.xls’’ is a Microsoft Excel*, Version 5.0 spreadsheet that provides in electronic format certain loan-level information shown in Annex A, as well as certain Mortgage Loan and Mortgaged Property information shown in Annex A. This spreadsheet can be put on a user-specified hard drive or network drive. Open this file as you would normally open any spreadsheet in Microsoft Excel. After the file is opened, a disclaimer will be displayed. READ THE DISCLAIMER CAREFULLY.

NOTHING IN THIS DISKETTE SHOULD BE CONSIDERED AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE CERTIFICATES.

* Microsoft is a registered trademark of Microsoft Corporation.



No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus is an offer to sell only the offered certificates, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement is current only as of its date.

TABLE OF CONTENTS

Prospectus Supplement


EXECUTIVE SUMMARY S-3
SUMMARY OF THE PROSPECTUS SUPPLEMENT S-7
THE MORTGAGE POOL S-22
RISK FACTORS S-43
TRANSACTION PARTIES S-86
DESCRIPTION OF THE MORTGAGE POOL S-116
DESCRIPTION OF THE OFFERED CERTIFICATES S-170
YIELD AND MATURITY CONSIDERATIONS S-204
THE POOLING AND SERVICING AGREEMENT S-222
USE OF PROCEEDS S-271
CERTAIN FEDERAL INCOME TAX CONSEQUENCES S-271
ERISA CONSIDERATIONS S-274
LEGAL INVESTMENT S-276
METHOD OF DISTRIBUTION S-276
LEGAL MATTERS S-278
RATINGS S-278
LEGAL ASPECTS OF MORTGAGE LOANS S-279
INDEX OF PRINCIPAL DEFINITIONS S-281

Until the date that is ninety days from the date of the prospectus supplement, all dealers that buy, sell or trade the Offered Certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and the accompanying prospectus. This is in addition to the dealers’ obligation to deliver a prospectus supplement and the accompanying prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

$3,535,002,000 (Approximate)

Deutsche Bank Securities

Banc of America Securities LLC

Barclays Capital

Morgan Stanley

COMM 2006-C8

Commercial Mortgage
Pass-Through Certificates

PROSPECTUS SUPPLEMENT

December 13, 2006