PROSPECTUS SUPPLEMENT
(to Prospectus dated May 10, 2007)

$2,197,353,000

(Approximate)

ML-CFC Commercial Mortgage Trust 2007-7

as Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2007-7
Merrill Lynch Mortgage Investors, Inc.

as Depositor

Countrywide Commercial Real Estate Finance, Inc.
Merrill Lynch Mortgage Lending, Inc.
Artesia Mortgage Capital Corporation
PNC Bank, National Association

as Sponsors and Loan Sellers

We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect to the securitization transaction that is the subject of this prospectus supplement. Only the classes of commercial mortgage pass-through certificates listed in the table below are being offered by this prospectus supplement and the accompanying base prospectus. The offered certificates represent beneficial interests only in the issuing entity identified above and will not represent obligations of or interests in the depositor, any sponsor or any of their respective affiliates. The assets of the issuing entity will consist primarily of a pool of 326 commercial, multifamily and manufactured housing community mortgage loans with an initial mortgage pool balance of approximately $2,785,502,677 and the other characteristics described in this prospectus supplement.

Investing in the offered certificates involves risks. You should carefully review the factors described under ‘‘Risk Factors’’ beginning on page S-47 of this prospectus supplement and on page 20 of the accompanying base prospectus.

The holders of each class of offered certificates will be entitled to receive monthly distributions of interest, principal or both, commencing in July, 2007. The offered certificates will accrue interest from June 1, 2007. The pass-through rates for some classes of the offered certificates will be variable. Credit enhancement for any particular class of the offered certificates is being provided through the subordination of various other classes, including multiple non-offered classes, of the certificates.

			Expected Ratings (Moody’s/S&P)			Approximate Initial Total Principal Balance or Notional Amount						Approximate Initial Pass-Through Rate			Assumed Final Distribution Date			Rated Final Distribution Date
Class A-1			Aaa/AAA				$	53,236,000				5.549%			April 2012			June 2050
Class A-2			Aaa/AAA				$	110,798,000				5.693%			May 2012			June 2050
Class A-SB			Aaa/AAA				$	102,775,000				5.745%			February 2017			June 2050
Class A-4			Aaa/AAA				$	787,943,000				5.750%			May 2017			June 2050
Class A-1A			Aaa/AAA				$	605,863,000				5.750%			May 2017			June 2050
Class AM			Aaa/AAA				$	233,551,000				5.750%			May 2017			June 2050
Class AJ			Aaa/AAA				$	174,358,000				5.750%			June 2017			June 2050
Class B			Aa2/AA				$	55,710,000				5.750%			June 2017			June 2050
Class C			Aa3/AA−				$	27,855,000				5.750%			June 2017			June 2050
Class D			A2/A				$	45,264,000				5.750%			June 2017			June 2050

(footnotes to table begin on page S-8)

No one will list the offered certificates on any national securities exchange or any automated quotation system of any registered securities association. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the certificates offered to you or determined if this prospectus supplement or the accompanying base prospectus is adequate or accurate. Any representation to the contrary is a criminal offense.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are the underwriters of this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide Securities Corporation are acting as joint bookrunning managers in the following manner: Countrywide Securities Corporation is acting as sole bookrunning manager with respect to 3.59% of the class C certificates, and Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to the remainder of the class C certificates and all other classes of offered certificates. PNC Capital Markets LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated will act as co-managers. We will sell the offered certificates to the underwriters, who will sell their respective allotments of those securities from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers on or about June 13, 2007. We expect to receive from this offering approximately $2,206,042,923 in sale proceeds, plus accrued interest on the offered certificates from and including June 1, 2007, before deducting expenses payable by us. Not every underwriter will have an obligation to buy offered certificates from us.

Merrill Lynch & Co. Countrywide Securities

PNC Capital Markets LLC Morgan Stanley

Goldman, Sachs & Co.

The date of this prospectus supplement is May 31, 2007

                                TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS
     SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS.........................S-5
NOTICE TO RESIDENTS OF UNITED KINGDOM........................................S-5
EUROPEAN ECONOMIC AREA.......................................................S-6
DEALER PROSPECTUS DELIVERY OBLIGATION........................................S-7
SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-8
     Overview of the Series 2007-7 Certificates..............................S-8
     Relevant Parties.......................................................S-11
     Relevant Dates and Periods.............................................S-16
     Description of the Offered Certificates................................S-18
     The Mortgage Loans and the Mortgaged Real Properties...................S-32
     Legal and Investment Considerations....................................S-43
RISK FACTORS................................................................S-47
     Risks Related to the Offered Certificates..............................S-47
     Risks Related to the Mortgage Loans....................................S-52
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT........................S-79
FORWARD-LOOKING STATEMENTS..................................................S-79
DESCRIPTION OF THE MORTGAGE POOL............................................S-79
     General................................................................S-79
     Source of the Mortgage Loans...........................................S-81
     Cross-Collateralized and Cross-Defaulted Mortgage Loans,
         Multi-Property Mortgage Loans, Multi-Borrower Arrangements and
         Mortgage Loans with Affiliated Borrowers...........................S-81
     Terms and Conditions of the Mortgage Loans.............................S-83
     Mortgage Pool Characteristics..........................................S-92
     Significant Mortgage Loans.............................................S-92
     The Loan Combinations..................................................S-93
     Additional Loan and Property Information..............................S-105
     Assessments of Property Condition.....................................S-113
     Assignment of the Mortgage Loans......................................S-116
     Representations and Warranties........................................S-118
     Repurchases and Substitutions.........................................S-120
     Changes in Mortgage Pool Characteristics..............................S-121
TRANSACTION PARTICIPANTS...................................................S-122
     The Issuing Entity....................................................S-122
     The Depositor.........................................................S-122
     The Sponsors and Mortgage Loan Sellers................................S-123
     The Master Servicers and the Special Servicer.........................S-136
     The Trustee...........................................................S-140
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............S-142
SERVICING OF THE MORTGAGE LOANS............................................S-142
     General...............................................................S-142
     Servicing and Other Compensation and Payment of Expenses..............S-143
     Trust Administration Compensation.....................................S-149
     Sub-Servicers.........................................................S-150
     The Controlling Class Representative and the Loan Combination
         Controlling Parties...............................................S-151
     Replacement of the Special Servicer...................................S-155
     Beneficial Owners of the Controlling Class............................S-156
     Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions..........S-156
     Modifications, Waivers, Amendments and Consents.......................S-157
     Required Appraisals...................................................S-159
     Collection Accounts...................................................S-160
     Realization Upon Defaulted Mortgage Loans.............................S-164
     REO Properties........................................................S-166


                                       S-3



     Inspections; Collection of Operating Information......................S-168
     Evidence as to Compliance.............................................S-169
     Events of Default.....................................................S-170
     Rights Upon Event of Default..........................................S-171
     Additional Matters Relating to the Trustee............................S-172
     Servicing of the Georgia-Alabama Retail Portfolio Loan Combination....S-172
DESCRIPTION OF THE OFFERED CERTIFICATES....................................S-173
     General...............................................................S-173
     Registration and Denominations........................................S-175
     Distribution Account..................................................S-176
     Interest Reserve Account..............................................S-178
     Floating Rate Account.................................................S-179
     Palmilla Apartments Stabilization Fee Account.........................S-179
     Fees and Expenses.....................................................S-180
     Calculation of Pass-Through Rates.....................................S-187
     Payments..............................................................S-188
     Reductions to Certificate Principal Balances in Connection
         with Realized Losses and Additional Trust Fund Expenses...........S-199
     Advances of Delinquent Monthly Debt Service Payments and
         Reimbursement of Advances.........................................S-201
     Reports to Certificateholders; Available Information..................S-204
     Voting Rights.........................................................S-209
     Termination...........................................................S-210
YIELD AND MATURITY CONSIDERATIONS..........................................S-211
     Yield Considerations..................................................S-211
     CPR Model.............................................................S-214
     Weighted Average Lives................................................S-215
THE SWAP AGREEMENTS........................................................S-218
USE OF PROCEEDS............................................................S-218
FEDERAL INCOME TAX CONSEQUENCES............................................S-218
     General...............................................................S-218
     Discount and Premium; Prepayment Consideration........................S-220
     Characterization of Investments in Offered Certificates...............S-221
ERISA CONSIDERATIONS.......................................................S-222
METHOD OF DISTRIBUTION.....................................................S-225
LEGAL INVESTMENT...........................................................S-227
LEGAL MATTERS..............................................................S-227
RATINGS....................................................................S-227
GLOSSARY...................................................................S-229

Annex A-1     --    Certain Characteristics of the Mortgage Loans
Annex A-2     --    Certain Statistical Information Regarding the Mortgage Loans
Annex A-3     --    Westbury Financial Park Building Trust Mortgage Loan
                    Amortization Schedule
Annex A-4     --    438 First Street Trust Mortgage Loan Amortization Schedule
Annex B       --    Certain Characteristics Regarding Multifamily Properties in
                    Loan Group 2
Annex C       --    Description of the Ten Largest Mortgage Loans or Groups of
                    Cross-Collateralized Mortgage Loans
Annex D       --    Form of Trustee Report
Annex E       --    Class A-SB Planned Principal Balance Schedule
Annex F       --    Global Clearance, Settlement And Tax Documentation
                    Procedures


                                       S-4



       IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS
                 SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS

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

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

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

      You should read both this prospectus supplement and the accompanying base
prospectus in full to obtain material information concerning the offered
certificates. We have not authorized any person to give any other information or
to make any representation that is different from the information contained in
this prospectus supplement and the accompanying base prospectus.

      The annexes attached to this prospectus supplement are hereby incorporated
into and made a part of this prospectus supplement.

      This prospectus supplement and the accompanying base prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the offered certificates, nor do they constitute an offer to sell or
a solicitation of an offer to buy any of the offered certificates to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation to such person.

      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 "Glossary" beginning on page S-229 in this
prospectus supplement. The capitalized terms used in the prospectus are defined
on the pages indicated under the caption "Glossary" beginning on page 21 in the
prospectus.

      Merrill Lynch Mortgage Investors, Inc., which is the depositor for the
subject securitization transaction, has prepared this prospectus supplement and
the accompanying base prospectus. Accordingly references to "we," "us," "our"
and "depositor" in either this prospectus supplement or the accompanying base
prospectus refer or relate to Merrill Lynch Mortgage Investors, Inc.

                      NOTICE TO RESIDENTS OF UNITED KINGDOM

      The issuing entity 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 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.


                                       S-5



      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 issuing entity and that compensation will not be
available under the United Kingdom Financial Services Compensation Scheme.

      Each underwriter has represented and agreed, and each further underwriter
appointed under the Programme will be required to represent and agree, that

      o     it has only communicated or caused to be communicated and will only
            communicate or cause to be communicated an invitation or inducement
            to engage in investment activity (within the meaning of Section 21
            of the FSMA) received by it in connection with the issue or sale of
            any offered certificates in circumstances in which Section 21(1) of
            the FSMA does not apply to the Issuer; and

      o     it has complied and will comply with all applicable provisions of
            the FSMA with respect to anything done by it in relation to any
            offered certificates in, from or otherwise involving the United
            Kingdom.

                             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, and each further underwriter appointed
under the Programme will be required to represent and agree, that with effect
from and including the date on which the Prospectus Directive is implemented in
that Member State (the Relevant Implementation Date) it has not made and will
not make an offer of offered certificates to the public in that Relevant Member
State, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of offered certificates to the public in that
Relevant Member State:

      (a)   in (or in Germany, where the offer starts within) the period
            beginning on the date of publication of a prospectus in relation to
            those offered 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 and ending on the date which is 12
            months after the date of such publication;

      (b)   at any time to legal entities which are authorised or regulated to
            operate in the financial markets or, if not so authorised or
            regulated, whose corporate purpose is solely to invest in
            securities;

      (c)   at any time 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 (euro)43,000,000 and (3) an
            annual net turnover of more than (euro)50,000,000, as shown in its
            last annual or consolidated accounts; or

      (d)   at any time in any other circumstances which do not require the
            publication by the Issuer of a prospectus pursuant to Article 3 of
            the Prospectus Directive.

      For the purposes of this provision, the expression an "offer of offered
certificates to the public" in relation to any offered 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 offered certificates to
be offered so as to enable an investor to decide to purchase or subscribe the
offered 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.


                                       S-6



                      DEALER PROSPECTUS DELIVERY OBLIGATION

      Until the date that is ninety days from the date of the prospectus
supplement, all dealers that effect transactions in the offered certificates,
whether or not participating in this distribution, may be required to deliver a
prospectus supplement and the accompanying prospectus. This is in addition to
the obligation of dealers acting as underwriters to deliver a prospectus
supplement and the accompanying prospectus with respect to their unsold
allotments and subscriptions.


                                       S-7



                        SUMMARY OF PROSPECTUS SUPPLEMENT

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

                   OVERVIEW OF THE SERIES 2007-7 CERTIFICATES

      The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as Commercial Mortgage Pass-Through
Certificates, Series 2007-7, and issued in multiple classes. The immediately
following table identifies and specifies various characteristics for those
classes of certificates, both offered and non-offered, that bear interest.

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7



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

Offered Certificates
A-1            Aaa/AAA        30.000%    $   53,236,000       1.911%      Fixed            5.549%           2.78     07/07-04/12
A-2            Aaa/AAA        30.000%    $  110,798,000       3.978%     WAC Cap           5.693%           4.88     04/12-05/12
A-SB           Aaa/AAA        30.000%    $  102,775,000       3.690%     WAC Cap          5.745%(1)         7.40     05/12-02/17
A-4            Aaa/AAA        30.000%    $  787,943,000      28.287%     WAC Cap          5.750%(1)         9.84     02/17-05/17
A-1A           Aaa/AAA        30.000%    $  605,863,000      21.751%     WAC Cap          5.750%(1)         9.05     07/07-05/17
AM             Aaa/AAA        20.000%    $  233,551,000       8.385%     WAC Cap          5.750%(1)         9.91     05/17-05/17
AJ             Aaa/AAA        12.125%    $  174,358,000       6.259%     WAC Cap          5.750%(1)         9.94     05/17-06/17
B               Aa2/AA        10.125%    $   55,710,000       2.000%       WAC             5.750%          10.00     06/17-06/17
C              Aa3/AA-         9.125%    $   27,855,000       1.000%       WAC             5.750%          10.00     06/17-06/17
D                A2/A          7.500%    $   45,264,000       1.625%       WAC             5.750%          10.00     06/17-06/17
Certificates Not Offered
A-2FL          Aaa/AAA        30.000%    $   30,000,000       1.077%     Floating     LIBOR + 0.12%(2)      4.88     04/12-05/12
A-3FL          Aaa/AAA        30.000%    $  204,236,000       7.332%     Floating     LIBOR + 0.21%(2)      6.48     09/12-11/16
A-4FL          Aaa/AAA        30.000%    $   55,000,000       1.975%     Floating     LIBOR + 0.20%(2)      9.84     02/17-05/17
AM-FL          Aaa/AAA        20.000%    $   45,000,000       1.616%     Floating     LIBOR + 0.23%(2)      9.91     05/17-05/17
AJ-FL          Aaa/AAA        12.125%    $   45,000,000       1.616%     Floating     LIBOR + 0.32%(2)      9.94     05/17-06/17
E               A3/A-          6.500%    $   27,856,000       1.000%       WAC             5.750%          10.00     06/17-06/17
F             Baa1/BBB+        5.250%    $   34,818,000       1.250%       WAC             5.750%          10.00     06/17-06/17
G              Baa2/BBB        4.250%    $   27,855,000       1.000%       WAC             5.750%          10.00     06/17-06/17
H             Baa3/BBB-        3.375%    $   24,373,000       0.875%       WAC             5.750%          10.00     06/17-06/17
J              Ba1/BB+         3.000%    $   10,446,000       0.375%     WAC Cap           5.392%          10.00     06/17-06/17
K               Ba2/BB         2.625%    $   10,446,000       0.375%     WAC Cap           5.392%          10.00     06/17-06/17
L              Ba3/BB-         2.250%    $   10,445,000       0.375%     WAC Cap           5.392%          10.00     06/17-06/17
M               B1/B+          2.000%    $    6,964,000       0.250%     WAC Cap           5.392%          10.00     06/17-06/17
N                B2/B          1.750%    $    6,964,000       0.250%     WAC Cap           5.392%          10.00     06/17-06/17
P               B3/B-          1.500%    $    6,964,000       0.250%     WAC Cap           5.392%          10.00     06/17-06/17
Q               NR/NR          0.000%    $   41,782,676       1.500%     WAC Cap           5.392%          10.65     06/17-06/22
X              Aaa/AAA            N/A    $2,785,502,676          N/A     Variable          0.020%           N/A          N/A


________________

(1)   The pass-through rates of the class A-SB, class A-4, class A-1A, class AM
      and class AJ certificates will equal the lesser of (x) a weighted average
      of the adjusted net mortgage interest rates on the mortgage loans
      (excluding the additional interest distributable to the class Y and class
      Z certificates) from time to time and (y) 5.745%, 5.810%, 5.788%, 5.902%
      and 5.975%, respectively.

(2)   Under certain circumstances described in this prospectus supplement, (i)
      the pass-through rate applicable to the class A-2FL certificates, the
      class A-3FL certificates, the class A-4FL certificates, the class AM-FL
      certificates and/or the class AJ-FL certificates may convert to a "WAC
      Cap" variable pass-through rate equal to the lesser of (a) the initial
      pass-through rate identified in the table above with respect to that
      class, and (b) a weighted average of the adjusted net mortgage interest
      rates on the mortgage loans (without regard to the additional interest
      distributable to the class Y and class Z certificates) from time to time,
      which in each case, is the pass-through rate of the corresponding REMIC II
      regular interest.


                                       S-8



      In reviewing the foregoing table, prospective investors should note that--

      o     The class A-1, A-2, A-2FL, A-3FL, A-SB, A-4, A-4FL, A-1A, AM, AM-FL,
            AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates
            are the only certificates identified in the table that have
            principal balances and are sometimes referred to in this prospectus
            supplement as principal balance certificates. The principal balance
            of any of those certificates at any time represents the maximum
            amount that the holder may receive as principal out of cash flow
            received on or with respect to the mortgage loans.

      o     The class X certificates do not have principal balances. They are
            interest-only certificates and will accrue interest on a notional
            amount.

      o     For purposes of calculating the amount of accrued interest on the
            class X certificates, that class of certificates will have a total
            notional amount equal to the total principal balance of the class
            A-1, A-2, A-SB, A-4, A-1A, AM, AJ, B, C, D, E, F, G, H, J, K, L, M,
            N, P and Q certificates and the class A-2FL, class A-3FL, class
            A-4FL, class AM-FL and class AJ-FL REMIC II regular interests
            outstanding from time to time.

      o     The actual total principal balance or notional amount, as
            applicable, of any class of certificates at initial issuance may be
            larger or smaller than the amount shown above, depending on the
            actual size of the initial mortgage pool balance or for other
            reasons. The actual size of the initial mortgage pool balance may be
            as much as 5% larger or smaller than the amount presented in this
            prospectus supplement.

      o     The ratings shown in the table are those expected from Standard &
            Poor's, a division of The McGraw-Hill Companies, Inc. and Moody's
            Investors Service, Inc., respectively. It is a condition to the
            issuance of the offered certificates that they receive ratings no
            lower than those shown in the table. The rated final distribution
            date for the offered certificates is the distribution date in June
            2050. See "Ratings" in this prospectus supplement.

      o     The percentages indicated under the column "Approx. % Total Credit
            Support" with respect to the class A-1, A-2, A-2FL, A-3FL, A-SB,
            A-4, A-4FL and A-1A certificates represent the approximate credit
            support for those classes of certificates, collectively. The
            percentages indicated under the column "Approx. % Total Credit
            Support" with respect to the class AM and class AM-FL certificates
            represent the approximate credit support for those classes of
            certificates, collectively, and with respect to the class AJ and
            class AJ-FL certificates, represent the approximate credit support
            for those classes of certificates, collectively. No class of
            certificates will provide any credit support to any of the class
            A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL certificates for a failure by
            the swap counterparty to make any payment under the related swap
            agreement.

      o     Each class of offered certificates identified in the table as having
            a "Fixed" pass-through rate will have a fixed pass-through rate that
            will remain constant at the initial pass-through rate shown for that
            class in the table.

      o     Each class of offered certificates identified in the table as having
            a "WAC Cap" pass-through rate will have a variable pass-through rate
            equal to the lesser of--

            (a)   the pass-through rate identified in footnote 1 to the table
                  (or with respect to the class A-2 certificates, the initial
                  pass-through rate identified in the table) with respect to
                  that class, and

            (b)   a weighted average of the adjusted net mortgage interest rates
                  on the mortgage loans (excluding the additional interest
                  distributable to the class Y and class Z certificates) from
                  time to time.


                                       S-9



      o     The class of offered certificates identified in the table as having
            a "WAC" pass-through rate will have a variable pass-through rate
            equal to a weighted average of the adjusted net mortgage interest
            rates on the mortgage loans (excluding amounts payable to the class
            Y and class Z certificates) from time to time.

      o     The assets of the issuing entity will include swap agreements that
            relate to each of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
            certificates. No class of offered certificates will have any
            beneficial interest in any swap agreement.

      o     The pass-through rate for the class X certificates will equal the
            weighted average of the respective strip rates at which interest
            accrues from time to time on the respective components of the total
            notional amount of the subject class of certificates. The total
            principal balance of each class of principal balance certificates
            will constitute a separate component of the total notional amount of
            the class X certificates. The class X strip rate applicable to the
            accrual of interest on any particular component of the total
            principal balance of the class X certificates will generally equal
            the excess, if any, of--

            1.    a weighted average of the adjusted net mortgage interest rates
                  on the mortgage loans (without regard to the additional
                  interest distributable to the class Y and class Z
                  certificates) from time to time, over

            2.    the weighted average of the pass-through rates from time to
                  time on the classes of certificates identified in the table
                  that have principal balances and that constitute components of
                  the subject class (or, in the case of each of the A-2FL,
                  A-3FL, A-4FL, AM-FL and/or AJ-FL classes, the pass-through
                  rate from time to time on the related REMIC II regular
                  interest).

            See "Description of the Offered Certificates--Calculation of
            Pass-Through Rates" in this prospectus supplement.

      o     The initial pass-through rates listed in the table for the class X
            certificates and each class of certificates identified in the table
            as having a WAC Cap pass-through rate are approximate.

      o     As to any given class of offered certificates, the weighted average
            life is the average amount of time in years between the assumed
            settlement date for that class of certificates and the payment of
            each dollar of principal of that class of certificates.

      o     As to any given class of offered certificates, the principal window
            is the period during which holders of those certificates would
            receive distributions of principal. The distribution date in the
            last month of the principal window for any class of offered
            certificates would be the final principal distribution date for that
            class.

      o     The weighted average lives and principal windows for the respective
            classes of offered certificates have been calculated based on the
            assumptions, among others, that--

            1.    each mortgage loan with an anticipated repayment date is paid
                  in full on that date,

            2.    each mortgage loan which converts from a fixed rate of
                  interest to a floating rate of interest is paid in full on its
                  first open prepayment date,

            3.    no mortgage loan is otherwise prepaid prior to maturity,

            4.    no defaults or losses occur with respect to the mortgage
                  loans, and

            5.    no extensions of maturity dates of mortgage loans occur.

      See "Yield and Maturity Considerations--Weighted Average Lives" in this
prospectus supplement.


                                      S-10



      o     The certificates will also include the class R-I, R-II, Y and Z
            certificates, which are not presented in the table. The class R-I,
            R-II, Y and Z certificates do not have principal balances or
            notional amounts and do not accrue interest. The class R-I, R-II, Y
            and Z certificates are not offered by this prospectus supplement.

      o     When we refer to the "adjusted net mortgage interest rate" of a
            mortgage loan in the bullets above, we mean the mortgage interest
            rate for that mortgage loan in effect as of the date of initial
            issuance of the certificates--

            1.    without regard to any increase in the mortgage interest rate
                  that may occur in connection with a default,

            2.    without regard to any modification of the mortgage interest
                  rate that may occur after the date of initial issuance of the
                  certificates,

            3.    without regard to any increase in the mortgage interest rate
                  that may occur if that mortgage loan, if it has an anticipated
                  repayment date, is not repaid in full on or before that
                  anticipated repayment date,

            4.    without regard to any change in the mortgage rate that may
                  occur when certain of the mortgage loans in this pool convert
                  from fixed rate to floating rate; and

            5.    net of the sum of the per annum rates at which the related
                  master servicing fee (which is inclusive of primary servicing
                  fees with respect to each mortgage loan) and the trust
                  administration fee accrue,

      as that net mortgage interest rate for that mortgage loan, unless it
      accrues interest on the basis of a 360-day year consisting of twelve
      30-day months, may be adjusted in the manner described in this prospectus
      supplement for purposes of calculating the pass-through rates of the
      various classes of interest-bearing certificates.

      The offered certificates will evidence beneficial ownership interests in
the assets of the issuing entity. The primary assets of the issuing entity will
consist of a segregated pool of commercial, multifamily and manufactured housing
community mortgage loans. When we refer to mortgage loans in this prospectus
supplement, we are referring to the mortgage loans that we intend to transfer to
the issuing entity, unless the context clearly indicates otherwise. We identify
the mortgage loans that we intend to transfer to the issuing entity on Annex A-1
to this prospectus supplement.

      The governing document for purposes of issuing the offered certificates,
as well as the other certificates, and forming the issuing entity will be a
pooling and servicing agreement to be dated as of June 1, 2007. The pooling and
servicing agreement will also govern the servicing and administration of the
mortgage loans and the other assets that back the certificates. The parties to
the pooling and servicing agreement will include us, a trustee, two master
servicers and a special servicer. A copy of the pooling and servicing agreement
will be filed with the Securities and Exchange Commission as an exhibit to a
current report on Form 8-K following the initial issuance of the certificates.
The Securities and Exchange Commission will make that current report on Form 8-K
and its exhibits available to the public for inspection. See "Available
Information" in the accompanying base prospectus.

                                RELEVANT PARTIES



ISSUING ENTITY..........................   ML-CFC Commercial Mortgage Trust 2007-7, a New York common law
                                           trust, is the entity that will hold and own the mortgage loans and
                                           in whose name the certificates will be issued. See "Transaction
                                           Participants--The Issuing Entity" in this prospectus supplement and
                                           "The Trust Fund--Issuing Entities" in the accompanying base
                                           prospectus.



                                      S-11





DEPOSITOR...............................   We are Merrill Lynch Mortgage Investors, Inc., the depositor of the
                                           series 2007-7 securitization transaction. We are a special purpose
                                           Delaware corporation. Our address is 4 World Financial Center, 16th
                                           Floor, 250 Vesey Street, New York, New York 10080 and our telephone
                                           number is (212) 449-1000. We will acquire the mortgage loans and
                                           transfer them to the issuing entity. We are an affiliate of Merrill
                                           Lynch Mortgage Lending, Inc., one of the sponsors, and Merrill
                                           Lynch, Pierce, Fenner & Smith Incorporated, one of the
                                           underwriters. See "Transaction Participants--The Depositor" in this
                                           prospectus supplement and "The Depositor" in the accompanying base
                                           prospectus.

SPONSORS / MORTGAGE LOAN SELLERS........   Countrywide Commercial Real Estate Finance, Inc., Merrill Lynch
                                           Mortgage Lending, Inc., Artesia Mortgage Capital Corporation and
                                           PNC Bank, National Association will be the sponsors with respect to
                                           the series 2007-7 securitization transaction. Merrill Lynch
                                           Mortgage Lending, Inc. is our affiliate, an affiliate of Merrill
                                           Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters
                                           and an affiliate of Merrill Lynch Capital Services, Inc., the swap
                                           counterparty. Countrywide Commercial Real Estate Finance, Inc. is
                                           an affiliate of Countrywide Securities Corporation, one of the
                                           underwriters. PNC Bank, National Association is an affiliate of
                                           Midland Loan Services, Inc., which will act as one of the master
                                           servicers and the special servicer, and an affiliate of PNC Capital
                                           Markets LLC, one of the underwriters. The sponsors are also
                                           referred to as mortgage loan sellers in this prospectus supplement.

                                           We will acquire the mortgage loans that will back the certificates
                                           from the mortgage loan sellers, each of which originated or
                                           acquired from a third party the mortgage loans to be transferred to
                                           the issuing entity.

                                           The following table shows the number of mortgage loans that we
                                           expect will be sold to us by each mortgage loan seller and the
                                           respective percentages that those mortgage loans represent of the
                                           initial mortgage pool balance, the initial loan group 1 balance and
                                           the initial loan group 2 balance.


                                                         AGGREGATE
                                           NUMBER OF    CUT-OFF DATE    % OF INITIAL   % OF INITIAL   % OF INITIAL
                                           MORTGAGE      PRINCIPAL        MORTGAGE     LOAN GROUP 1   LOAN GROUP 2
         MORTGAGE LOAN SELLER                LOANS        BALANCE       POOL BALANCE     BALANCE        BALANCE
--------------------------------------     ---------   --------------   ------------   ------------  -------------

1. Countrywide Commercial Real Estate         147      $1,181,764,437       42.4%          43.3%          39.4%
   Finance, Inc.
2. Merrill Lynch Mortgage Lending, Inc.        61      $  746,788,574       26.8%          26.7%          27.3%
3. PNC Bank, National Association              65      $  497,240,384       17.9%          15.1%          27.9%
4. Artesia Mortgage Capital Corporation        53      $  359,709,282       12.9%          15.0%           5.4%
                                           ---------   --------------   ------------   ------------  -------------
                                              326      $2,785,502,677      100.0%         100.0%         100.0%

                                           See "Transaction Participants--The Sponsors" and "--The Mortgage
                                           Loan Seller" in this prospectus supplement and "The Sponsor" in the
                                           accompanying base prospectus.

TRUSTEE ................................   Upon initial issuance of the certificates, LaSalle Bank National
                                           Association, a national banking association with corporate trust
                                           offices located in Chicago, Illinois, will act as trustee and
                                           custodian of the assets of the issuing entity on behalf of all the
                                           certificateholders. The trustee will be primarily responsible for
                                           back-up advancing, distributing payments to certificateholders and
                                           deliveries or otherwise making



                                      S-12





                                           available certain reports to certificateholders that provide
                                           various details regarding the certificates and the mortgage loans.

                                           The trustee will also be responsible for maintaining possession of
                                           the promissory notes for the mortgage loans and various other
                                           important loan documents.

                                           See "Transaction Participants--The Trustee" in this prospectus
                                           supplement."

MASTER SERVICERS........................   Upon initial issuance of the certificates, Midland Loan Services,
                                           Inc., a Delaware corporation and Wachovia Bank, National
                                           Association, a national banking association, will act as the master
                                           servicers with respect to the mortgage loans. Midland Loan
                                           Services, Inc. is an affiliate of PNC Bank, National Association,
                                           one of the sponsors and a mortgage loan seller, and an affiliate of
                                           PNC Capital Markets LLC, one of the underwriters.

                                           Midland Loan Services, Inc. will act as master servicer with
                                           respect to the mortgage loans that we acquire from PNC Bank,
                                           National Association and Merrill Lynch Mortgage Lending, Inc., and
                                           which we will transfer to the issuing entity. Wachovia Bank,
                                           National Association will act as master servicer with respect to
                                           the mortgage loans that we acquire from Countrywide Commercial Real
                                           Estate Finance, Inc. and Artesia Mortgage Capital Corporation, and
                                           which we will transfer to the issuing entity. However, with respect
                                           to the mortgage loan known as Georgia-Alabama Retail Portfolio, the
                                           master servicer will be Wachovia Bank, National Association unless
                                           the related non-trust pari passu loan is deposited into a
                                           securitization and Countrywide Commercial Real Estate Finance,
                                           Inc., as seller of such loan, exercises its option (with the
                                           consent of the rating agencies) to cause the servicing of such
                                           mortgage loan to be governed by the pooling and servicing agreement
                                           applicable to such securitization.

                                           The master servicers will be primarily responsible for servicing
                                           and administering, directly or through sub-servicers: (a) mortgage
                                           loans 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) mortgage loans as to which any such
                                           default or reasonably foreseeable default has been corrected,
                                           including as part of a work-out. In addition, the master servicers
                                           will be the primary parties responsible for making delinquency
                                           advances and servicing advances under the pooling and servicing
                                           agreement. See "Transaction Participants--The Master Servicers and
                                           the Special Servicer" in this prospectus supplement.

SPECIAL SERVICER........................   Upon initial issuance of the certificates, Midland Loan Services,
                                           Inc., a Delaware corporation, will act as special servicer with
                                           respect to the mortgage loans and any related foreclosure
                                           properties. However, with respect to the mortgage loan known as
                                           Georgia-Alabama Retail Portfolio, the special servicer will be
                                           Midland Loan Services, Inc. unless the related non-trust pari passu
                                           loan is deposited into a securitization and Countrywide, as seller
                                           of such loan, exercises its option (with the consent of the rating
                                           agencies) to cause the special servicing of such mortgage loan to
                                           be governed by the pooling and servicing agreement applicable to
                                           such securitization. The special servicer will be primarily
                                           responsible for making decisions and



                                      S-13





                                           performing certain servicing functions, including work-outs and
                                           foreclosures, with respect to the mortgage loans that, in general,
                                           are in default or as to which default is reasonably foreseeable and
                                           for liquidating foreclosure properties that are acquired as part of
                                           the assets of the issuing entity. See "Transaction
                                           Participants--The Master Servicers and the Special Servicer" in
                                           this prospectus supplement.

CONTROLLING CLASS OF CERTIFICATEHOLDERS    The holders--or, if applicable, beneficial owners--of certificates
                                           representing a majority interest in a designated controlling class
                                           of the certificates will have the right, subject to the conditions
                                           described under "Servicing of the Mortgage Loans--The Controlling
                                           Class Representative and the Loan Combination Controlling Parties"
                                           and "--Replacement of the Special Servicer" in this prospectus
                                           supplement, to--

                                           o     replace the special servicer; and

                                           o     select a representative that may direct and advise the
                                                 special servicer on various servicing matters with respect to
                                                 the mortgage loans.

                                           except with respect to the mortgage loan known as Georgia-Alabama
                                           Retail Portfolio (loan number 11), the holder of the related B-note
                                           loan, which holder is described under "--The Loan Combination
                                           Controlling Parties" below, may exercise those, or similar rights
                                           with respect to such mortgage loan.

                                           Unless there are significant losses on the mortgage loans, the
                                           controlling class of certificateholders will be the holders of a
                                           non-offered class of certificates. The initial controlling class of
                                           certificateholders will be the class Q certificateholders.

THE LOAN COMBINATION
   CONTROLLING PARTIES..................   As indicated under "--The Mortgage Loans and the Mortgaged Real
                                           Properties--The Loan Combinations" below, ten (10) mortgage loans
                                           are each part of a loan combination that is comprised of that
                                           mortgage loan, which will be transferred to the issuing entity, and
                                           one or more pari passu A-note and/or subordinate B-note loans that
                                           will not be transferred to the issuing entity.

                                           In the case of one (1) of the ten (10) loan combinations referred
                                           to above, which is secured by the mortgaged real property
                                           identified on Annex A-1 to this prospectus supplement as Commons at
                                           Calabasas, such loan combination consists of the related trust
                                           mortgage loan and a future advance obligation currently held by
                                           Countrywide Commercial Real Estate Finance, Inc. (which may be sold
                                           or transferred at any time), which requires the holder to make a
                                           future advance to the related borrower in an aggregate amount up to
                                           $16,000,000, on or before May 10, 2010, upon the satisfaction of
                                           certain conditions under the related loan documents. The borrower
                                           has issued a promissory note to the holder of the future funding
                                           obligation evidencing an A-note non-trust loan that is pari passu
                                           in right of payment (upon such future advance) to the related trust
                                           mortgage loan. The controlling class representative of the series
                                           2007-7 securitization will have the right to direct and advise the
                                           applicable master servicer and special servicer on various
                                           servicing matters regarding the related loan combination. The
                                           holder of the related A-note non-trust loan will have non-binding
                                           consultation



                                      S-14





                                           rights with respect to major servicing actions involving the
                                           Commons at Calabasas loan combination.

                                           In the case of one (1) of the ten (10) loan combinations referred
                                           to above, which loan is secured by the mortgaged real property
                                           identified on Annex A-1 to this prospectus supplement as
                                           Georgia-Alabama Retail Portfolio, such loan combination consists of
                                           the related trust mortgage loan, an A-note non-trust loan that is
                                           pari passu in right of payment to the related trust mortgage loan
                                           and a B-note non-trust loan that is subordinate to both the trust
                                           mortgage loan and the A-note non-trust loan. The right to replace
                                           the special servicer for this mortgage loan and to direct and
                                           advise the applicable master servicer and the special servicer on
                                           various servicing matters regarding the related loan combination
                                           will be, for so long as it has an outstanding principal balance, as
                                           deemed reduced by any appraisal reduction amount with respect to
                                           the subject loan combination that is allocable to that B-note
                                           non-trust loan, that is equal to or greater than 25% of its
                                           outstanding principal balance (without taking into account any
                                           appraisal reduction amount), with the holder of the related B-note
                                           non-trust loan and after such time, with the holder of the pari
                                           passu non-trust loan, provided that if the pari passu non-trust
                                           loan is an asset in a securitization, with the controlling class
                                           representative under the securitization related to the pari passu
                                           non-trust loan.

                                           In the case of eight (8) of the ten (10) loan combinations referred
                                           to above, which are secured by the mortgaged real properties
                                           identified on Annex A-1 to this prospectus supplement as Ashton
                                           Lake Apartments, Morehouse Portfolio, Hillwood Apartments, Somerset
                                           Meadows, Super Center Plaza, Town & Country Shopping Center, Quail
                                           Creek Plaza and New Sunshine Tech Center, respectively, subject to
                                           certain limitations with respect to modifications and the right to
                                           purchase the related trust mortgage loan, the respective holders of
                                           the related B-note loans will have no voting, consent or other
                                           rights with respect to any servicing actions (other than in some
                                           cases, non-binding consultation rights or the right to consent to
                                           certain modifications).

                                           See "Description of the Mortgage Pool--The Loan Combinations--, The
                                           Commons at Calabasas Loan Combination," "--The Georgia-Alabama
                                           Retail Portfolio Loan Combination," "--The Hillwood Apartments,"
                                           "--The Somerset Meadows Loan Combinations" and "--The MezzCap Loan
                                           Combinations," and "Servicing of the Mortgage Loans--The
                                           Controlling Class Representative and the Loan Combination
                                           Controlling Parties" in this prospectus supplement.

SWAP COUNTERPARTY.......................   It is expected that Merrill Lynch Capital Services, Inc., one of
                                           our affiliates and an affiliate of Merrill Lynch Mortgage Lending,
                                           Inc., one of the mortgage loan sellers, and of Merrill Lynch,
                                           Pierce, Fenner & Smith Incorporated, one of the underwriters, will
                                           be the counterparty under the swap agreements relating to the class
                                           A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates. The obligations
                                           of Merrill Lynch Capital Services, Inc. under the swap agreements
                                           will be guaranteed by Merrill Lynch & Co., Inc., another of our
                                           affiliates. As of the date of this prospectus supplement, Merrill
                                           Lynch & Co., Inc. has been assigned senior unsecured debt ratings
                                           of "AA-" by S&P and "Aa3" by Moody's. See "Description of the Swap
                                           Agreements" in this prospectus supplement.



                                      S-15





                                           None of the holders of any offered certificate will have any
                                           beneficial interest in any swap agreement.

                           RELEVANT DATES AND PERIODS

CUT-OFF DATE............................   References in this prospectus supplement to the "cut-off date"
                                           mean, individually and collectively, as the context may require,
                                           with respect to each mortgage loan, the related due date of that
                                           mortgage loan in June, 2007 or, with respect to any mortgage loan
                                           that has its first due date in July, 2007, June 1, 2007. All
                                           payments and collections received on each mortgage loan after the
                                           cut-off date, excluding any payments or collections that represent
                                           amounts due on or before that date, will belong to the issuing
                                           entity.

CLOSING DATE............................   The date of initial issuance for the offered certificates will be
                                           on or about June 13, 2007.

DETERMINATION DATE......................   For any distribution date, the eighth day of each month, or if such
                                           eighth day is not a business day, the business day immediately
                                           succeeding, commencing in July, 2007.

                                           Notwithstanding the foregoing, the applicable master servicer may
                                           make its determination as to the collections received in respect of
                                           certain mortgage loans as of a later date during each month because
                                           those mortgage loans provide for monthly debt-service payments to
                                           be due on a day later than the first day of each month, but which,
                                           subject to the applicable business day convention, is not later
                                           than the eighth day of each month.

                                           With respect to any distribution date, references in this
                                           prospectus supplement to "determination date" mean, as to each
                                           mortgage loan, the applicable determination date occurring in the
                                           same month as that distribution date.

DISTRIBUTION DATE.......................   Payments on the offered certificates are scheduled to occur
                                           monthly, commencing in July, 2007. During any given month, the
                                           distribution date will be the fourth business day after the related
                                           determination date.

RECORD DATE.............................   The record date for each monthly payment on an offered certificate
                                           will be the last business day of the prior calendar month. The
                                           registered holders of the offered certificates at the close of
                                           business on each record date will be entitled to receive any
                                           payments on those certificates on the following distribution date,
                                           except that the last payment on any offered certificate will be
                                           made only upon presentation and surrender of that certificate.

RATED FINAL DISTRIBUTION DATE...........   The rated final distribution date for each class of the offered
                                           certificates is the distribution date in June 2050.

ASSUMED FINAL DISTRIBUTION DATES........   Set forth opposite each class of offered certificates in the table
                                           below is the distribution date on which the principal balance of
                                           that class is expected to be paid in full, assuming, among other
                                           things, no delinquencies, losses, modifications, extensions of
                                           maturity dates, repurchases or, except as contemplated by the next
                                           sentence, prepayments of the mortgage loans after the initial
                                           issuance of the certificates. For purposes of the table, each
                                           mortgage loan with an anticipated repayment date is assumed to be
                                           repaid in full on its



                                      S-16





                                           anticipated repayment date and each mortgage loan which converts
                                           from a fixed rate of interest to a floating rate is assumed to be
                                           repaid in full on its first open prepayment date.


                                                                             MONTH AND YEAR OF ASSUMED FINAL
                                                        CLASS                       DISTRIBUTION DATE
                                           -------------------------------   -------------------------------

                                                         A-1                           April 2012
                                                         A-2                            May 2012
                                                        A-SB                          February 2017
                                                         A-4                            May 2017
                                                        A-1A                            May 2017
                                                         AM                             May 2017
                                                         AJ                             June 2017
                                                          B                             June 2017
                                                          C                             June 2017
                                                          D                             June 2017

                                           See the maturity assumptions described under "Yield and Maturity
                                           Considerations" in this prospectus supplement for further
                                           assumptions that were taken into account in determining the assumed
                                           final distribution dates.

COLLECTION PERIOD.......................   On any distribution date, amounts available for payment on the
                                           offered certificates will depend on the payments and other
                                           collections received, and any advances of payments due, on the
                                           mortgage loans during the related collection period. In general,
                                           each collection period--

                                           o     will relate to a particular distribution date;

                                           o     will be approximately one month long;

                                           o     will begin on the day after the determination date in the
                                                 immediately preceding month or, in the case of the first
                                                 collection period, will begin immediately following the
                                                 cut-off date; and

                                           o     will end on the determination date in the month of the
                                                 related distribution date.

                                           However, the collection period for any distribution date for
                                           certain mortgage loans may differ from the collection period with
                                           respect to the rest of the mortgage pool for that distribution date
                                           because the determination dates for those mortgage loans may not be
                                           the same as the determination date for the rest of the mortgage
                                           pool. Accordingly, there may be more than one collection period
                                           with respect to some distribution dates.

                                           With respect to any distribution date, references in this
                                           prospectus supplement to "collection period" mean, as to each
                                           mortgage loan, the applicable collection period ending in the month
                                           in which that distribution date occurs.

INTEREST ACCRUAL PERIOD.................   The amount of interest payable with respect to the offered
                                           certificates on any distribution date will be a function of the
                                           interest accrued during the related interest accrual period. The
                                           interest accrual period with respect to each class of
                                           interest-bearing offered certificates and the class A-2FL, class
                                           A-3FL, class A-4FL, class AM-FL and class AJ-FL



                                      S-17





                                           REMIC II regular interests for any distribution date will be the
                                           calendar month immediately preceding the month in which that
                                           distribution date occurs. Interest will be calculated with respect
                                           to each class of interest-bearing offered certificates and the
                                           class A-2FL, class A-3FL, class A-4FL, class AM-FL and class AJ-FL
                                           REMIC II regular interests assuming that each interest accrual
                                           period consists of 30 days and each year consists of 360 days.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL.................................   The issuing entity will issue multiple classes of certificates with
                                           an approximate total principal balance at initial issuance equal to
                                           $2,785,502,676. Ten (10) of those classes of the certificates are
                                           being offered by this prospectus supplement. The classes offered by
                                           this prospectus supplement are identified on the cover hereof. The
                                           remaining classes of the certificates will be offered separately in
                                           a private offering.

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

                                           You will initially hold your offered certificates, directly or
                                           indirectly, through The Depository Trust Company and they will be
                                           registered in the name of Cede & Co. as nominee for The Depository
                                           Trust Company. As a result, you will not receive a fully registered
                                           physical certificate representing your interest in any offered
                                           certificate, except under the limited circumstances described under
                                           "Description of the Offered Certificates--Registration and
                                           Denominations" in this prospectus supplement and under "Description
                                           of the Certificates--Book-Entry Registration" in the accompanying
                                           base prospectus.

PAYMENTS

A. GENERAL..............................   For purposes of making distributions with respect to the class A-1,
                                           A-2, A-SB, A-4 and A-1A certificates and the class A-2FL, A-3FL and
                                           A-4FL certificates (through the respective REMIC II regular
                                           interests), the mortgage loans will be deemed to consist of two
                                           distinct groups, loan group 1 and loan group 2. Loan group 1 will
                                           consist of 254 mortgage loans, with an initial loan group 1 balance
                                           of $2,179,639,648 and representing approximately 78.2% of the
                                           initial mortgage pool balance, that are secured by the various
                                           property types that constitute collateral for those mortgage loans.
                                           Loan group 2 will consist of 72 mortgage loans, with an initial
                                           loan group 2 balance of $605,863,029 and representing approximately
                                           21.8% of the initial mortgage pool balance, that are secured by
                                           multifamily and manufactured housing community properties. Annex
                                           A-1 to this prospectus supplement sets forth the loan group
                                           designation with respect to each mortgage loan.

                                           On each distribution date, to the extent of available funds
                                           attributable to the mortgage loans as described below, which
                                           available funds will be net of specified expenses of the issuing
                                           entity, including all servicing fees, trust administration fees and
                                           other compensation, the trustee will make payments of interest and,
                                           except in the case of the class X certificates, principal to the
                                           holders of the following classes of certificates (or, in the case
                                           of the reference to "A-2FL" below, with respect to the class A-2FL
                                           REMIC II regular interest, or, in the case of



                                      S-18





                                           the reference to "A-3FL" below, with respect to the class A-3FL
                                           REMIC II regular interest, in the case of the reference to "A-4FL"
                                           below, with respect to the class A-4FL REMIC II regular interest,
                                           in the case of the reference to "AM-FL" below, with respect to the
                                           class AM-FL REMIC II regular interest, and in the case of the
                                           reference to "AJ-FL" below, with respect to the class AJ-FL REMIC
                                           II regular interest), in the following order:


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

                                                         1                A-1, A-2, A-2FL, A-3FL, A-SB,
                                                                             A-4, A-4FL, A-1A and X
                                                         2                        AM and AM-FL
                                                         3                        AJ and AJ-FL
                                                         4                              B
                                                         5                              C
                                                         6                              D
                                                         7                              E
                                                         8                              F
                                                         9                              G
                                                        10                              H
                                                        11                              J
                                                        12                              K
                                                        13                              L
                                                        14                              M
                                                        15                              N
                                                        16                              P
                                                        17                              Q

                                           In general, payments of interest in respect of the class A-1, A-2,
                                           A-SB and A-4 certificates, and the class A-2FL, class A-3FL and
                                           class A-4FL REMIC II regular interests will be made pro rata, based
                                           on entitlement, out of available funds attributable to the mortgage
                                           loans in loan group 1. Payments of interest in respect of the class
                                           A-1A certificates will be made out of available funds attributable
                                           to the mortgage loans in loan group 2. Payments of interest on the
                                           class X certificates will be made out of available funds
                                           attributable to both loan groups. However, if the funds available
                                           for those distributions of interest on any distribution date are
                                           insufficient to pay in full the total amount of interest to be paid
                                           with respect to any of the class A-1, A-2, A-SB, A-4, A-1A and/or X
                                           certificates, the class A-2FL, class A-3FL and/or class A-4FL REMIC
                                           II regular interests, then the funds available for distribution
                                           will be allocated among all these classes pro rata in accordance
                                           with their interest entitlements, without regard to loan groups.

                                           The allocation of principal payments among the class A-1, A-2,
                                           A-SB, A-4 and A-1A certificates, the class A-2FL certificates
                                           (through the class A-2FL REMIC II regular interest), the class
                                           A-3FL (through the class A-3FL REMIC II regular interest) and the
                                           class A-4FL certificates (through the class A-4FL REMIC II regular
                                           interest) also takes into account loan groups and is described
                                           under "--Payments--Payments of Principal" below. See also
                                           "Description of the Offered Certificates--Payments--Priority of
                                           Payments" in this prospectus supplement.



                                      S-19





                                           No payments or other collections on the non-trust loans described
                                           under "--The Mortgage Loans and the Mortgaged Real Properties--Loan
                                           Combinations" below, which are not assets of the issuing entity,
                                           will be available for distributions on the certificates. See
                                           "Description of the Mortgage Pool--Loan Combinations" in this
                                           prospectus supplement.

B. PAYMENTS OF INTEREST.................   Each class of certificates (other than the class Y, Z, R-I and R-II
                                           certificates), the class A-2FL, class A-3FL, class A-4FL, class
                                           AM-FL and class AJ-FL REMIC II regular interests will bear
                                           interest. With respect to each interest-bearing class of
                                           certificates, the class A-2FL, class A-3FL, class A-4FL, class
                                           AM-FL and class AJ-FL REMIC II regular interests, that interest
                                           will accrue during each interest accrual period based upon--

                                           o     the pass-through rate applicable for the particular class of
                                                 certificates, the class A-2FL REMIC II regular interest, the
                                                 class A-3FL REMIC II regular interest, the class A-4FL REMIC
                                                 II regular interest, the class AM-FL REMIC II regular
                                                 interest or the class AJ-FL REMIC II regular interest, as the
                                                 case may be, for that interest accrual period;

                                           o     the total principal balance or notional amount, as the case
                                                 may be, of the particular class of certificates, the class
                                                 A-2FL REMIC II regular interest, the class A-3FL REMIC II
                                                 regular interest, the class A-4FL REMIC II regular interest,
                                                 the class AM-FL REMIC II regular interest or the class AJ-FL
                                                 REMIC II regular interest, as the case may be, outstanding
                                                 immediately prior to the related distribution date; and

                                           o     the assumption that each year consists of twelve 30-day
                                                 months (or, in the case of each of the class A-2FL, A-3FL,
                                                 A-4FL, AM-FL and AJ-FL certificates, for so long as the
                                                 related swap agreement is in effect and there is no
                                                 continuing payment default thereunder on the part of the swap
                                                 counterparty, based on the actual number of days in the
                                                 applicable interest accrual period and the assumption that
                                                 each year consists of 360 days).

                                           A whole or partial prepayment on a mortgage loan may not be
                                           accompanied by the amount of one full month's interest on the
                                           prepayment. As and to the extent described under "Description of
                                           the Offered Certificates--Payments--Payments of Interest" in this
                                           prospectus supplement, these shortfalls may be allocated (in the
                                           case of the class A-2FL certificates, through the class A-2FL REMIC
                                           II regular interest, in the case of the class A-3FL certificates,
                                           through the class A-3FL REMIC II regular interest, in the case of
                                           the class A-4FL certificates, through the class A-4FL REMIC II
                                           regular interest, in the case of the class AM-FL certificates,
                                           through the class AM-FL REMIC II regular interest and in the case
                                           of the class AJ-FL certificates, through the class AJ-FL REMIC II
                                           regular interest) to reduce the amount of accrued interest
                                           otherwise payable to the holders of the respective interest-bearing
                                           classes of the certificates (other than the class X certificates).



                                      S-20





                                           On each distribution date, subject to available funds and the
                                           payment priorities described under "--Payments--General" above, you
                                           will be entitled to receive your proportionate share of: (a) all
                                           interest accrued with respect to your class of offered certificates
                                           during the related interest accrual period; plus (b) any interest
                                           that was payable with respect to your class of offered certificates
                                           on all prior distribution dates, to the extent not previously paid;
                                           less (c) except in the case of the class X certificates, your
                                           class's share of any shortfalls in interest collections due to
                                           prepayments on mortgage loans that are not offset by certain
                                           payments made by, in each case, the applicable master servicer.

                                           If, as described below under "--Payments of Principal," collections
                                           of principal are insufficient to make a full reimbursement for
                                           nonrecoverable advances, those amounts may be reimbursed from
                                           interest on the mortgage loans, thereby reducing the amount of
                                           interest otherwise distributable on the interest-bearing
                                           certificates on the related distribution date.

                                           See "Description of the Offered Certificates--Payments--Payments of
                                           Interest," "--Payments--Priority of Payments" and "--Calculation of
                                           Pass-Through Rates" in this prospectus supplement.

C. PAYMENTS OF PRINCIPAL................   The class X, R-I, R-II, Y and Z certificates do not have principal
                                           balances and do not entitle their holders to payments of principal.
                                           Subject to available funds and the payment priorities described
                                           under "--Payments--General" above, however, the holders of each
                                           class of principal balance certificates will be entitled to receive
                                           a total amount of principal over time equal to the initial
                                           principal balance of their particular class. The trustee will be
                                           required to make payments of principal in a specified sequential
                                           order (in the case of the class A-2FL certificates, through the
                                           class A-2FL REMIC II regular interest, in the case of the class
                                           A-3FL certificates, through the class A-3FL REMIC II regular
                                           interest, in the case of the class A-4FL certificates, through the
                                           class A-4FL REMIC II regular interest, in the case of the class
                                           AM-FL certificates, through the class AM-FL REMIC II regular
                                           interest or, in the case of the class AJ-FL certificates, through
                                           the class AJ-FL REMIC II regular interest) to ensure that--

                                           o     no payments of principal will be made to the holders of the
                                                 class E, F, G, H, J, K, L, M, N, P or Q certificates until
                                                 the total principal balance of the offered certificates and
                                                 the class A-2FL, class A-3FL, class A-4FL, class AM-FL and
                                                 class AJ-FL REMIC II regular interests are reduced to zero;

                                           o     no payments of principal will be made to the holders of the
                                                 class AM, AM-FL (through the class AM-FL REMIC II regular
                                                 interest), AJ, AJ-FL (through the class AJ-FL REMIC II
                                                 regular interest), B, C or D certificates until, in the case
                                                 of each of those classes, the total principal balance of all
                                                 more senior classes of offered certificates and the class
                                                 A-2FL, A-3FL, A-4FL REMIC II regular interests is reduced to
                                                 zero; and

                                           o     except as described under "--Amortization, Liquidation and
                                                 Payment Triggers" below, payments of principal will be made--



                                      S-21





                                                 (i)   to, first, the holders of the class A-1 certificates,
                                                       until the total principal balance of such certificates
                                                       is reduced to zero, second, the holders of the class
                                                       A-2 certificates and class A-2FL REMIC II regular
                                                       interest, on a pro rata basis by principal balance,
                                                       until the total principal balance of such classes is
                                                       reduced to zero, third, the holders of the class A-3FL
                                                       REMIC II regular interest until the total principal
                                                       balance of such class is reduced to zero, fourth, the
                                                       holders of the class A-SB certificates, until the total
                                                       principal balance of such certificates is reduced to
                                                       zero, fifth, the holders of the class A-4 certificates
                                                       and class A-4FL REMIC II regular interest, on a pro
                                                       rata basis by principal balance, until the total
                                                       principal balance of such classes is reduced to zero,
                                                       in an aggregate amount equal to the funds allocated to
                                                       principal with respect to mortgage loans in loan group
                                                       1 and, after the total principal balance of the class
                                                       A-1A certificates has been reduced to zero, the funds
                                                       allocated to principal with respect to mortgage loans
                                                       in loan group 2, provided that, on each distribution
                                                       date the total principal balance of the class A-SB
                                                       certificates must, subject to available funds, be paid
                                                       down, if necessary, to the scheduled principal balance
                                                       for that class for that distribution date that is set
                                                       forth on Annex E to this prospectus supplement before
                                                       any payments of principal are made with respect to the
                                                       class A-1, A-2 and/or A-4 certificates or the class
                                                       A-2FL, class A-3FL and/or A-4FL REMIC II regular
                                                       interests,

                                                 (ii)  to the holders of the class A-1A certificates, until
                                                       the total principal balance of such certificates is
                                                       reduced to zero, in an aggregate amount equal to the
                                                       funds allocated to principal with respect to mortgage
                                                       loans in loan group 2 and, after the total principal
                                                       balance of the class A-1, A-2, A-SB and A-4
                                                       certificates and the class A-2FL, class A-3FL and class
                                                       A-4FL REMIC II regular interests has been reduced to
                                                       zero, the funds allocated to principal with respect to
                                                       mortgage loans in loan group 1.

                                           The total payments of principal to be made on the principal balance
                                           certificates on any distribution date will generally be a function
                                           of--

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

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

                                           However, if the applicable master servicer, the special servicer or
                                           the trustee reimburses itself out of general collections on the
                                           mortgage pool for any advance, together with any interest accrued
                                           on that advance, that it has determined is not ultimately
                                           recoverable out of collections on



                                      S-22





                                           the related mortgage loan, then that advance, together with
                                           interest accrued on that advance, will be reimbursed first out of
                                           payments and other collections of principal on all the mortgage
                                           loans, thereby reducing the amount of principal otherwise
                                           distributable in respect of the principal balance certificates on
                                           the related distribution date, prior to being reimbursed out of
                                           payments and other collections of interest on all the mortgage
                                           loans.

                                           Additionally, if any advance, together with interest accrued on
                                           that advance, with respect to a defaulted mortgage loan remains
                                           unreimbursed following the time that the mortgage loan is modified
                                           and returned to performing status, then (even though that advance
                                           has not been deemed nonrecoverable from collections on the related
                                           mortgage loan) the applicable master servicer, the special servicer
                                           or the trustee, as applicable, will be entitled to reimbursement
                                           for that advance, with interest, on a monthly basis, out of
                                           payments and other collections of principal on all the mortgage
                                           loans after the application of those principal payments and
                                           collections to reimburse any party for advances that are
                                           nonrecoverable on a loan-specific basis as described in the prior
                                           paragraph, thereby reducing the amount of principal otherwise
                                           distributable in respect of the principal balance certificates on
                                           the related distribution date.

                                           Reimbursements of the advances described in the prior two
                                           paragraphs will generally be made first from principal collections
                                           on the mortgage loans included in the loan group which includes the
                                           mortgage loan in respect of which the advance was made, and if
                                           those collections are insufficient to make a full reimbursement,
                                           then from principal collections on the mortgage loans in the other
                                           loan group. As a result, distributions of principal with respect to
                                           the class A-1, A-2, A-SB, A-4 or A-1A certificates, the class A-2FL
                                           certificates (through the class A-2FL REMIC II regular interest),
                                           the class A-3FL certificates (through the class A-3FL REMIC II
                                           regular interest) or the class A-4FL certificates (through the
                                           class A-4FL REMIC II regular interest) may be reduced even if the
                                           advances being reimbursed were made in respect of mortgage loans
                                           included in the loan group that does not primarily relate to such
                                           class of certificates.

                                           If any advance described above is not reimbursed in whole on any
                                           distribution date due to insufficient principal collections and,
                                           solely in the case of an advance that is nonrecoverable on a
                                           loan-specific basis, interest collections on the mortgage pool
                                           during the related collection period, then the portion of that
                                           advance which remains unreimbursed will be carried over, and
                                           continue to accrue interest, for reimbursement on the following
                                           distribution date.

                                           The payment of certain default-related or otherwise unanticipated
                                           expenses with respect to any mortgage loan may reduce the amounts
                                           allocable as principal of that mortgage loan and, accordingly, the
                                           principal distributions on the principal balance certificates.

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



                                      S-23





D. AMORTIZATION, LIQUIDATION
   AND PAYMENT TRIGGERS.................   As a result of losses on the mortgage loans and/or default-related
                                           or other unanticipated expenses of the issuing entity, the total
                                           principal balance of the class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F,
                                           G, H, J, K, L, M, N, P and Q certificates could be reduced to zero
                                           at a time when the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4, A-4FL
                                           and A-1A certificates remain outstanding. See "--Description of the
                                           Offered Certificates--Allocation of Losses on the Mortgage Loans
                                           and Other Unanticipated Expenses" below. If the total principal
                                           balance of the class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J,
                                           K, L, M, N, P and Q certificates is reduced to zero at a time when
                                           the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4, A-4FL and A-1A
                                           certificates, or any two or more of those classes, remain
                                           outstanding, any payments of principal will be distributed to the
                                           holders of the outstanding class A-1, A-2, A-2FL, A-3FL, A-SB, A-4,
                                           A-4FL and A-1A certificates (in the case of the class A-2FL, A-3FL
                                           and A-4FL certificates, through the class A-2FL, class A-3FL and
                                           class A-4FL REMIC II regular interests, respectively), pro rata,
                                           rather than sequentially, in accordance with their respective
                                           principal balances and without regard to loan groups.

E. PAYMENTS OF PREPAYMENT
   PREMIUMS AND YIELD
   MAINTENANCE CHARGES..................   You may, in certain circumstances, also receive distributions of
                                           prepayment premiums and yield maintenance charges collected on the
                                           mortgage loans. Any distributions of those amounts would be in
                                           addition to the distributions of principal and interest described
                                           above.

                                           If any prepayment premium or yield maintenance charge is collected
                                           on any of the mortgage loans, then the trustee will pay that amount
                                           in the proportions described under "Description of the Offered
                                           Certificates--Payments--Payments of Prepayment Premiums and Yield
                                           Maintenance Charges" (other than to the holders of any class A-2FL,
                                           class A-3FL, class A-4FL, class AM-FL and class AJ-FL certificates
                                           for so long as the related swap agreement is in effect) in this
                                           prospectus supplement, to--

                                           o     the holders of any of the class A-1, A-2, A-SB, A-4, A-1A,
                                                 AM, AJ, B, C, D, E, F, G and/or H certificates and/or the
                                                 class A-2FL REMIC II regular interest, class A-3FL REMIC II
                                                 regular interest, the class A-4FL REMIC II regular interest,
                                                 the class AM-FL REMIC II regular interest and/or the class
                                                 AJ-FL REMIC II regular interest that are then entitled to
                                                 receive payments of principal with respect to the loan group
                                                 that includes the prepaid mortgage loan; and/or

                                           o     the holders of the class X certificates.

                                           All prepayment premiums and yield maintenance charges payable as
                                           described above will be reduced, with respect to specially serviced
                                           mortgage loans, by an amount equal to certain expenses of the
                                           issuing entity and losses realized in respect of the mortgage loans
                                           previously allocated to any class of certificates.



                                      S-24





                                           See "Description of the Offered Certificates--Payments--Payments of
                                           Prepayment Premiums and Yield Maintenance Charges" in this
                                           prospectus supplement.

F. 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/SOURCE                            FREQUENCY
-------------------------------     ------------------------------------------------------     -------------

FEES

Master Servicing Fee / Master       Payable with respect to each and every mortgage loan          Monthly
Servicers                           held by the issuing entity, including each specially
                                    serviced mortgage loan, if any, and each mortgage loan
                                    if any, as to which the corresponding mortgaged real
                                    property has been acquired as foreclosure property as
                                    part of the assets of the issuing entity. With respect
                                    to each such mortgage loan, the master servicing fee
                                    will: (1) generally be calculated for the same number
                                    of days and on the same principal amount as interest
                                    accrues or is deemed to accrue on that mortgage loan;
                                    (2) accrue at an annual rate that ranges from 0.02% to,
                                    0.14% per annum; and (3) be payable (a) monthly from
                                    amounts allocable as interest with respect to that
                                    mortgage loan and/or (b) if the subject mortgage loan
                                    and any related foreclosure property has been
                                    liquidated on behalf of, among others, the
                                    certificateholders, out of general collections on the
                                    mortgage pool. Master servicing fees with respect to
                                    any mortgage loan will include the primary servicing
                                    fees payable by the applicable master servicer to any
                                    sub-servicer with respect to that mortgage loan.

Additional Master Servicing               o     Prepayment interest excesses collected on      Time to time
Compensation / Master Servicers                 mortgage loans that are the subject of a
                                                principal prepayment in full or in part
                                                after their respective due dates in any
                                                collection period;

                                          o     All interest and investment income earned         Monthly
                                                on amounts on deposit in accounts
                                                maintained by a master servicer, to the
                                                extent not otherwise payable to the
                                                borrowers;

                                          o     On non-specially serviced mortgage loans,      Time to time
                                                late payment charges and default interest
                                                actually collected with respect to the
                                                subject mortgage loan during any
                                                collection period, but only to the extent
                                                not otherwise allocable to pay the
                                                following items with respect to the
                                                subject mortgage loan: (i) interest on
                                                advances; or (ii) additional trust fund
                                                expenses currently payable or previously
                                                paid with respect to the subject mortgage
                                                loan or related mortgaged real property
                                                from collections on the mortgage pool and
                                                not previously reimbursed; and



                                      S-25





      TYPE / RECIPIENT                                  AMOUNT/SOURCE                            FREQUENCY
-------------------------------     ------------------------------------------------------     -------------

                                          o     With respect to any non-specially              Time to Time
                                                serviced mortgage loan, 100%--or, if the
                                                consent of the special servicer is
                                                required with respect to the subject
                                                action, 50%-- of each assumption
                                                application fee, assumption fee,
                                                modification fee, extension fee other
                                                similar fee or fees paid in connection
                                                with a defeasance of a mortgage loan that
                                                is actually paid by a borrower in
                                                connection with the related action.

Special Servicing Fee / Special     Payable with respect to each mortgage loan that is            Monthly
Servicer                            being specially serviced or as to which the
                                    corresponding mortgaged real property has been
                                    acquired as foreclosure property as part of the
                                    assets of the issuing entity. With respect to each
                                    such mortgage loan, the special servicing fee will:
                                    (a) accrue for the same number of days and on the
                                    same principal amount as interest accrues or is
                                    deemed to accrue from time to time on that mortgage
                                    loan; (b) accrue at a special servicing fee rate of
                                    0.25% per annum; and (c) be payable monthly from
                                    general collections on the mortgage pool.

Workout Fee / Special Servicer      Payable with respect to each specially serviced            Time to Time
                                    mortgage loan that the special servicer successfully
                                    works out. The workout fee will be payable out of,
                                    and will be calculated by application of a workout
                                    fee rate of 1.0% to, each collection of interest and
                                    principal received on the subject mortgage loan for
                                    so long as it is not returned to special servicing by
                                    reason of an actual or reasonably foreseeable
                                    default.

Principal Recovery Fee / Special    Subject to the exceptions described under "Servicing       Time to Time
Servicer                            of the Mortgage Loans--Servicing and Other
                                    Compensation and Payment of Expenses--Principal
                                    Special Servicing Compensation--The Principal
                                    Recovery Fee" in this prospectus supplement, payable
                                    with respect to: (a) each specially serviced mortgage
                                    loan--or any replacement mortgage loan substituted
                                    for it--as to which the special servicer obtains a
                                    full or discounted payoff from the related borrower;
                                    and (b) any specially serviced mortgage loan or
                                    foreclosure property as to which the special servicer
                                    receives any liquidation proceeds, sale proceeds,
                                    insurance proceeds or condemnation proceeds. As to
                                    each such specially serviced mortgage loan or
                                    foreclosure property, the principal recovery fee will
                                    be payable from, and will be calculated by
                                    application of a principal recovery fee rate of 1.0%
                                    to, the related payment or proceeds.

Additional Special Servicing              o     All interest and investment income earned         Monthly
Compensation / Special Servicer                 on amounts on deposit in accounts
                                                maintained by the special servicer;



                                      S-26





      TYPE / RECIPIENT                                  AMOUNT/SOURCE                            FREQUENCY
-------------------------------     ------------------------------------------------------     -------------

                                          o     On specially serviced mortgage loans,          Time to time
                                                late payment charges and default interest
                                                actually collected with respect to the
                                                subject mortgage loan during any
                                                collection period, but only to the extent
                                                not otherwise allocable to pay the
                                                following items with respect to the
                                                subject mortgage loan: (i) interest on
                                                advances; or (ii) additional trust fund
                                                expenses currently payable or previously
                                                paid with respect to the subject mortgage
                                                loan or related mortgaged real property
                                                from collections on the mortgage pool and
                                                not previously reimbursed;

                                          o     With respect to any specially serviced         Time to time
                                                mortgage loan, 100% of assumption fees or
                                                modification fee actually paid by a
                                                borrower with respect to any assumption
                                                or modification; and

                                          o     With respect to any non-specially              Time to time
                                                serviced mortgage loan, if the consent of
                                                the special servicer is required with
                                                respect to the subject action, 50% of
                                                assumption application fees, assumption
                                                fees, modification fees and other fees
                                                actually paid by a borrower with respect
                                                to any assumption, modification or other
                                                agreement entered into by the applicable
                                                master servicer.

Trust Administration Fee /          Payable out of general collections on the mortgage           Monthly
Trustee                             pool and, for any distribution date, will equal one
                                    month's interest at 0.00071% per annum with respect
                                    to each and every mortgage loan held by the issuing
                                    entity, including each specially serviced mortgage
                                    loan, if any, and each mortgage loan, if any, as to
                                    which the corresponding mortgaged real property has
                                    been acquired as foreclosure property as part of the
                                    assets of the issuing entity.

Additional Trust Administration     All interest and investment income earned on amounts         Monthly
Compensation/Trustee                on deposit in accounts maintained by the trustee.

EXPENSES

Servicing Advances / Trustee,       To the extent of funds available, the amount of any        Time to time
Master Servicers or Special         servicing advances.(1)
Servicer

Interest on Servicing Advances      At a rate per annum equal to a published prime rate,       Time to time
/ Master Servicers, Special         accrued on the amount of each outstanding servicing
Servicer or Trustee                 advance.(2)

P&I Advances / Master Servicers     To the extent of funds available, the amount of any        Time to Time
and Trustee                         P&I advances.(1)

Interest on P&I Advances /          At a rate per annum equal to a published prime rate,       Time to Time
Master Servicers and Trustee        accrued on the amount of each outstanding P&I
                                    advance.(2)



                                      S-27





      TYPE / RECIPIENT                                  AMOUNT/SOURCE                            FREQUENCY
-------------------------------     ------------------------------------------------------     -------------

Indemnification Expenses /          Amount to which such party is entitled to                  Time to time
Trustee and any director,           indemnification under the pooling and servicing
shareholder, officer, employee      agreement.(3)
or agent of the Trustee;
Depositor, Master Servicers or
Special Servicer and any
shareholder, director, officer,
employee or agent of Depositor,
the Master Servicers or Special
Servicer


___________________

(1)   Reimbursable out of collections on the related mortgage loan, except that:
      (a) advances that are determined not to be recoverable out of related
      collections will be reimbursable first out of general collections of
      principal on the mortgage pool and then out of other general collections
      on the mortgage pool; and (b) advances that remain outstanding after a
      specially serviced mortgage loan has been worked out and the servicing of
      that mortgage loan has been returned to the applicable master servicer may
      be reimbursable out of general collections of principal on the mortgage
      pool.

(2)   Payable out of late payment charges and/or default interest on the related
      mortgage loan or, in connection with or after reimbursement of the related
      advance, out of general collections on the mortgage pool, although in some
      cases interest on advances may be payable first or solely out of general
      collections of principal on the mortgage pool.

(3)   Payable out of general collections on the mortgage pool. In general, none
      of the above specified persons are entitled to indemnification for (1) any
      liability specifically required to be borne by the related person pursuant
      to the terms of the pooling and servicing agreement, or (2) any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith
      or negligence in the performance of, or the negligent disregard of, such
      party's obligations and duties under the pooling and servicing agreement,
      or as may arise from a breach of any representation or warranty of such
      party made in the pooling and servicing agreement.



                                           The foregoing fees and expenses will generally be payable prior to
                                           distribution on the offered certificates. If any of the foregoing
                                           fees and expenses are identified as being payable out of a
                                           particular source of funds, then the subject fee or expense, as the
                                           case may be, will be payable out of that particular source of funds
                                           prior to any application of those funds to make payments with
                                           respect to the offered certificates. In addition, if any of the
                                           foregoing fees and expenses are identified as being payable out of
                                           general collections with respect to the mortgage pool, then the
                                           subject fee or expense, as the case may be, will be payable out of
                                           those general collections prior to any application of those general
                                           collections to make payments with respect to the offered
                                           certificates. Further information with respect to the foregoing
                                           fees and expenses, including information regarding the general
                                           purpose of and the source of payment for these fees and expenses,
                                           as well as information regarding other fees and expenses, is set
                                           forth under "Description of the Offered Certificates--Fees and
                                           Expenses" in this prospectus supplement.

G. PAYMENTS OF ADDITIONAL
   INTEREST AND PALMILLA
   APARTMENTS STABILIZATION FEE.........   On each distribution date, any additional interest collected during
                                           the related collection period on a mortgage loan that converts from
                                           a fixed rate of interest to a floating rate of interest will be
                                           distributed to the holders of the class Y certificates, and any
                                           additional interest collected during the related collection period
                                           on a mortgage loan with an anticipated repayment date will be
                                           distributed to the holders of the class Z certificates. In
                                           addition, any stabilization fee collected from the borrower in
                                           respect of the mortgage loan identified on Annex A-1 to this
                                           prospectus supplement as Palmilla Apartments during any collection
                                           period will be distributed to the holders of the class Z



                                      S-28





                                           certificates on the related distribution date. See "Description of
                                           the Offered Certificates--Payments--Payments of Additional Interest
                                           and Palmilla Apartments Stabilization Fee" in this prospectus
                                           supplement.

H. ALLOCATION OF LOSSES ON THE
   MORTGAGE LOANS AND OTHER
   UNANTICIPATED EXPENSES................  Because of losses on the mortgage loans, reimbursements of advances
                                           determined to be nonrecoverable on a loan-specific basis and/or
                                           default-related and other unanticipated expenses of the issuing
                                           entity (such as interest on advances, special servicing fees,
                                           workout fees and liquidation fees), the total principal balance of
                                           the mortgage pool, less any related outstanding advances of
                                           principal, may fall below the total principal balance of the
                                           principal balance certificates. For purposes of this determination
                                           only, effect will not be given to any reductions of the principal
                                           balance of any mortgage loan for payments of principal collected on
                                           the mortgage loans that were used to reimburse any advances
                                           outstanding after a workout of another mortgage loan to the extent
                                           those advances are not otherwise determined to be nonrecoverable on
                                           a loan-specific basis. If and to the extent that those losses,
                                           reimbursements and expenses cause the total principal balance of
                                           the mortgage pool, less any related outstanding advances of
                                           principal, to be less than the total principal balance of the
                                           principal balance certificates following the payments made on the
                                           certificates on any distribution date, the total principal balances
                                           of the following classes of principal balance certificates (or, in
                                           the case of the reference to "A-2FL" below, the class A-2FL REMIC
                                           II regular interest, in the case of the reference to "A-3FL" below,
                                           the class A-3FL REMIC II regular interest, in the case of the
                                           reference to "A-4FL" below, the class A-4FL REMIC II regular
                                           interest, in the case of the reference to "AM-FL" below, the class
                                           AM-FL REMIC II regular interest and in the case of the reference to
                                           "AJ-FL" below, the class AJ-FL REMIC II regular interest) will be
                                           successively reduced in the following order, until the deficit is
                                           eliminated:


                                                      REDUCTION ORDER                       CLASS
                                            -------------------------------     ------------------------------

                                                             1                                Q
                                                             2                                P
                                                             3                                N
                                                             4                                M
                                                             5                                L
                                                             6                                K
                                                             7                                J
                                                             8                                H
                                                             9                                G
                                                            10                                F
                                                            11                                E
                                                            12                                D
                                                            13                                C
                                                            14                                B
                                                            15                            AJ, AJ-FL
                                                            16                            AM, AM-FL
                                                            17                  A-1, A-2, A-2FL, A-3FL, A-SB,
                                                                                     A-4, A-4FL and A-1A

                                           Any reduction to the total principal balances of the class A-1,
                                           A-2, A-SB, A-4 and A-1A certificates and the class A-2FL, A-3FL and
                                           A-4FL



                                      S-29





                                           REMIC II regular interests will be made on a pari passu and pro
                                           rata basis in accordance with the relative sizes of those principal
                                           balances, without regard to loan groups. Any reduction to the total
                                           principal balances of the class AM certificates and class AM-FL
                                           REMIC II regular interest will be made on a pari passu and pro rata
                                           basis in accordance with the relative sizes of those principal
                                           balances. Any reduction to the total principal balances of the
                                           class AJ certificates and class AJ-FL REMIC II regular interest
                                           will be made on a pari passu and pro rata basis in accordance with
                                           the relative sizes of those principal balances.

                                           Any losses realized on the mortgage loans or additional trust fund
                                           expenses allocated in reduction of the principal balance of any
                                           Class of principal balance certificates will result in a
                                           corresponding reduction in the notional amount of the class X
                                           certificates.

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

I. ADVANCES OF DELINQUENT
   MONTHLY DEBT SERVICE PAYMENTS........   Except as described below, each master servicer will be required to
                                           make advances of principal and/or interest due on the mortgage
                                           loans master serviced thereby with respect to any delinquent
                                           monthly payments, other than balloon payments. In addition, the
                                           trustee must make any of those advances that the applicable master
                                           servicer is required to but fails to make. As described under
                                           "Description of the Offered Certificates--Advances of Delinquent
                                           Monthly Debt Service Payments and Reimbursement of Advances" in
                                           this prospectus supplement, any party that makes an advance will be
                                           entitled to be reimbursed for the advance, together with interest
                                           at a published prime rate, as described in that section of this
                                           prospectus supplement.

                                           Notwithstanding the foregoing, none of the master servicers or the
                                           trustee will be required to make any advance that it determines, in
                                           its reasonable judgment, will not be recoverable (together with
                                           interest accrued on that advance) from proceeds of the related
                                           mortgage loan. The trustee will be entitled to rely on any
                                           determination of non-recoverability made by a master servicer. The
                                           special servicer may also determine that any interest and/or
                                           principal advance made or proposed to be made by a master servicer
                                           or the trustee is not or will not be, as applicable, recoverable,
                                           together with interest accrued on that advance, from proceeds of
                                           the mortgage loan to which that advance relates, and the applicable
                                           master servicer and the trustee will be entitled to rely on any
                                           determination of nonrecoverability made by the special servicer and
                                           will be required to act in accordance with that determination. The
                                           special servicer, however, will not have the right to determine as
                                           recoverable any advance that has been determined by the applicable
                                           master servicer to be nonrecoverable.

                                           In addition, if any of the adverse events or circumstances that we
                                           refer to under "Servicing of the Mortgage Loans--Required
                                           Appraisals" in, and described in the glossary to, this prospectus
                                           supplement occur or exist with respect to any mortgage loan or the
                                           mortgaged real property for that mortgage loan, the special
                                           servicer will be obligated to obtain a new appraisal or, at the
                                           special servicer's option in cases involving mortgage loans with
                                           relatively small principal balances, conduct a



                                      S-30





                                           valuation of that property. If, based on that appraisal or other
                                           valuation, subject to the discussion below regarding the loan
                                           combinations, it is determined that:

                                           o     the sum of the principal balance of the subject mortgage loan
                                                 plus other delinquent amounts due under the subject mortgage
                                                 loan exceeds

                                           o     an amount generally equal to:

                                                 1.    90% of the new estimated value of the related mortgaged
                                                       real property, which value may be reduced by the
                                                       special servicer based on its review of the related
                                                       appraisal and other relevant information; plus

                                                 2.    certain other amounts such as escrow funds,

                                           then the amount otherwise required to be advanced with respect to
                                           interest on that mortgage loan will be reduced in the same
                                           proportion that the excess, sometimes referred to as an appraisal
                                           reduction amount, bears to the principal balance of the mortgage
                                           loan, which will be deemed to be reduced by any outstanding
                                           advances of principal in respect of that mortgage loan. In the
                                           event advances of interest are so reduced, funds available to make
                                           payments on the certificates then outstanding will be reduced.

                                           The calculation of any appraisal reduction amount in respect of any
                                           trust mortgage loan that is part of a loan combination will take
                                           into account the related A-note and/or B-note loan, if applicable.
                                           The special servicer will determine whether an appraisal reduction
                                           amount exists with respect to any of those loan combinations based
                                           on a calculation that generally treats the subject loan combination
                                           as if it were a single mortgage loan. Any resulting appraisal
                                           reduction amount with respect to any of those loan combinations
                                           will be allocated, first (if applicable) to the related B-note loan
                                           (up to the amount of the outstanding principal balance of that
                                           B-note loan), and then to the related mortgage loan held by the
                                           issuing entity and the other related A-note mortgage loans not held
                                           by the issuing entity, on a pro rata basis. The amount of advances
                                           of interest on each of the mortgage loans held by the issuing
                                           entity that is part of a loan combination will be reduced so as to
                                           take into account any appraisal reduction amount allocable to the
                                           subject mortgage loan.

                                           None of the master servicers or the trustee will be required to
                                           make advances of principal and/or interest with respect to any
                                           mortgage loan that is not held by the issuing entity.

                                           See "Description of the Offered Certificates--Advances of
                                           Delinquent Monthly Debt Service Payments and Reimbursement of
                                           Advances" and "Servicing of the Mortgage Loans--Required
                                           Appraisals" in this prospectus supplement. See also "Description of
                                           the Governing Documents--Advances" in the accompanying base
                                           prospectus.

J. REPORTS TO CERTIFICATEHOLDERS........   On each distribution date, the trustee will make available on its
                                           internet website, initially located at www.etrustee.net, or provide
                                           on request, to the registered holders of the offered certificates,
                                           a monthly report



                                      S-31





                                           substantially in the form of Annex D to this prospectus supplement.
                                           The trustee reports will detail, among other things, the
                                           distributions made to the certificateholders on that distribution
                                           date and the performance of the mortgage loans and the mortgaged
                                           real properties.

                                           You may also review on the trustee's website, initially located at
                                           www.etrustee.net, or, upon reasonable prior notice, at the
                                           trustee's offices during normal business hours, a variety of
                                           information and documents that pertain to the mortgage loans and
                                           the mortgaged real properties for those loans.

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

K. OPTIONAL AND OTHER TERMINATION.......   Specified parties to the transaction may purchase all of the
                                           mortgage loans and any foreclosure properties held by the issuing
                                           entity, and thereby terminate the issuing entity, when the
                                           aggregate principal balance of the mortgage loans, less any
                                           outstanding advances of principal, is less than approximately 1.0%
                                           of the initial mortgage pool balance, prior to the application of
                                           principal payments and losses in the related collection period.

                                           In addition, if, following the date on which the total principal
                                           balance of the offered certificates is reduced to zero, all of the
                                           remaining certificates (but excluding the class Y, Z, R-I and R-II
                                           certificates) are held by the same certificateholder, the issuing
                                           entity may also be terminated, subject to such additional
                                           conditions as may be set forth in the pooling and servicing
                                           agreement, in connection with an exchange of all the remaining
                                           certificates (other than the class Y, Z, R-I and R-II certificates)
                                           for all the mortgage loans and any foreclosure properties held by
                                           the issuing entity at the time of exchange.

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

              THE MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES

GENERAL.................................   In this section, we provide summary information with respect to the
                                           mortgage loans that we intend to transfer to the issuing entity.
                                           For more detailed information regarding those mortgage loans, you
                                           should review the following sections in this prospectus supplement:

                                           o     "Description of the Mortgage Pool";

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

                                           o     Annex A-1--Certain Characteristics of the Mortgage Loans;

                                           o     Annex A-2--Certain Statistical Information Regarding the
                                                 Mortgage Loans;

                                           o     Annex A-3--Westbury Financial Park Building Trust Mortgage
                                                 Loan Amortization Schedule;

                                           o     Annex A-4--438 First Street Trust Mortgage Loan Amortization
                                                 Schedule;



                                      S-32





                                           o     Annex B--Certain Characteristics Regarding Multifamily
                                                 Properties in Loan Group 2; and

                                           o     Annex C--Preliminary Structural and Collateral Term Sheet.

                                           When reviewing the information that we have included in this
                                           prospectus supplement with respect to the mortgage loans that are
                                           to be transferred to the issuing entity, please note that--

                                           o     all numerical information provided with respect to the
                                                 mortgage loans is provided on an approximate basis;

                                           o     all cut-off date principal balances assume the timely receipt
                                                 of the scheduled payments for each mortgage loan and that no
                                                 prepayments occur prior to the cut-off date;

                                           o     all weighted average information provided with respect to the
                                                 mortgage loans reflects a weighting of the subject mortgage
                                                 loans based on their respective cut-off date principal
                                                 balances; the initial mortgage pool balance will equal the
                                                 total cut-off date principal balance of the entire mortgage
                                                 pool, and the initial loan group 1 balance and the initial
                                                 loan group 2 balance will each equal the total cut-off date
                                                 principal balance of the mortgage loans in the subject loan
                                                 group; we show the cut-off date principal balance for each of
                                                 the mortgage loans on Annex A-1 to this prospectus
                                                 supplement;

                                           o     when information with respect to the mortgage loans is
                                                 expressed as a percentage of the initial mortgage pool
                                                 balance, the initial loan group 1 balance or the initial loan
                                                 group 2 balance, the percentages are based upon the cut-off
                                                 date principal balances of the subject mortgage loans;

                                           o     when information with respect to the mortgaged real
                                                 properties is expressed as a percentage of the initial
                                                 mortgage pool balance, the initial loan group 1 balance or
                                                 the initial loan group 2 balance, the percentages are based
                                                 upon the cut-off date principal balances of the related
                                                 mortgage loans;

                                           o     if any mortgage loan is secured by multiple mortgaged real
                                                 properties, the related cut-off date principal balance has
                                                 been allocated among the individual properties based on any
                                                 of (i) an individual property's appraised value as a
                                                 percentage of the total appraised value of all the related
                                                 mortgaged real properties, including the subject individual
                                                 property, securing that mortgage loan, (ii) an individual
                                                 property's underwritten net operating income as a percentage
                                                 of the total underwritten net operating income of all the
                                                 related mortgaged real properties, including the subject
                                                 individual property, securing that mortgage loan and (iii) an
                                                 allocated loan balance specified in the related loan
                                                 documents;

                                           o     unless specifically indicated otherwise, statistical
                                                 information presented in this prospectus supplement with
                                                 respect to any funded mortgage loan held by the issuing
                                                 entity that is part of



                                      S-33





                                                 a loan combination includes the related A-note loans not
                                                 included in the issuing entity;

                                           o     unless specifically indicated otherwise, statistical
                                                 information presented in this prospectus supplement with
                                                 respect to any mortgage loan held by the issuing entity that
                                                 is part of a loan combination excludes the related B-note
                                                 loan not included in the issuing entity;

                                           o     statistical information regarding the mortgage loans may
                                                 change prior to the date of initial issuance of the offered
                                                 certificates due to changes in the composition of the
                                                 mortgage pool prior to that date, which may result in the
                                                 initial mortgage pool balance being as much as 5% larger or
                                                 smaller than indicated;

                                           o     the sum of numbers presented in any column within a table may
                                                 not equal the indicated total due to rounding;

                                           o     when a mortgage loan is identified by loan number, we are
                                                 referring to the loan number indicated for that mortgage loan
                                                 on Annex A-1 to this prospectus supplement; and

                                           o     when a mortgage loan does not have a fixed interest rate for
                                                 the loan term, the interest rate shown or used in
                                                 calculations throughout is the initial interest rate, unless
                                                 otherwise specified.

SUBSTITUTIONS, ACQUISITIONS AND
   REMOVALS OF MORTGAGE LOANS...........   On or prior to the date of initial issuance of the offered
                                           certificates, we will acquire the mortgage loans from the sponsors
                                           and will transfer the mortgage loans to the issuing entity. Except
                                           as contemplated in the following paragraphs regarding the
                                           replacement of a defective mortgage loan, no mortgage loan may
                                           otherwise be added to the assets of the issuing entity.

                                           Each sponsor, with respect to each mortgage loan transferred by it
                                           to us for inclusion in the pool as assets held by the issuing
                                           entity, will:

                                           o     make, as of the date of initial issuance of the offered
                                                 certificates, and subject to any applicable exceptions, the
                                                 representations and warranties generally described under
                                                 "Description of the Mortgage Pool--Representations and
                                                 Warranties" in this prospectus supplement; and

                                           o     agree to deliver the loan documents described under
                                                 "Description of the Mortgage Pool--Assignment of the Mortgage
                                                 Loans" in this prospectus supplement.

                                           If there exists a breach of any of those representations and
                                           warranties, or if there exists a document defect with respect to
                                           any mortgage loan, which breach or document defect materially and
                                           adversely affects the value of the subject mortgage loan or the
                                           interests of the certificateholders, and if that breach or document
                                           defect is not cured within the period contemplated under
                                           "Description of the Mortgage Pool--Repurchases and Substitutions"
                                           in this prospectus supplement, then the affected mortgage loan will
                                           be subject to repurchase or



                                      S-34





                                           substitution as described under "Description of the Mortgage
                                           Pool--Repurchases and Substitutions" in this prospectus supplement.

                                           If any mortgage loan experiences payment defaults similar to the
                                           payment defaults that would result in a transfer of servicing from
                                           the applicable master servicer to the special servicer, then it
                                           will be subject to a fair value purchase option on the part of the
                                           special servicer, the holder--or, if applicable, the beneficial
                                           owner--of certificates representing the largest percentage interest
                                           of voting rights allocated to the controlling class or an assignee
                                           of the foregoing, as described under "Servicing of the Mortgage
                                           Loans--Realization Upon Defaulted Mortgage Loans--Fair Value Call"
                                           in this prospectus supplement.

                                           If, in the case of any mortgage loan held by the issuing entity,
                                           there exists additional debt that is secured by the related
                                           mortgaged real property or by an interest in the related borrower,
                                           which additional debt is not held by the issuing entity, then the
                                           lender on that additional debt may be entitled to acquire that
                                           mortgage loan--generally at a price no less than the unpaid
                                           principal balance of the subject mortgage loan, plus interest,
                                           exclusive of default interest, accrued thereon--upon the occurrence
                                           of a default or, in some cases, a reasonably foreseeable default.

                                           The issuing entity will be subject to optional termination as
                                           discussed under "Description of the Offered
                                           Certificates--Termination" in this prospectus supplement.

PAYMENT AND OTHER TERMS.................   Each of the mortgage loans is the obligation of a borrower to repay
                                           a specified sum with interest. Each of the mortgage loans is
                                           secured by a first mortgage lien on the fee and/or leasehold
                                           interest of the related borrower or another party in one or more
                                           commercial, multifamily or manufactured housing community real
                                           properties. Each mortgage lien will be subject to the limited
                                           permitted encumbrances that we describe in the glossary to this
                                           prospectus supplement.

                                           All of the mortgage loans are or should be considered nonrecourse.
                                           None of the mortgage loans is insured or guaranteed by any
                                           governmental agency or instrumentality, by any private mortgage
                                           insurer, by any sponsor or by any of the parties to the pooling and
                                           servicing agreement.

                                           Each of the mortgage loans currently accrues interest at the annual
                                           rate specified with respect to that loan on Annex A-1 to this
                                           prospectus supplement. Except as otherwise described below with
                                           respect to mortgage loans that have anticipated repayment dates or
                                           that are converting mortgage loans, the mortgage interest rate for
                                           each mortgage loan is, in the absence of default, fixed for the
                                           entire term of the mortgage loan.

A. Amortizing Balloon Loans.............   One hundred fifteen (115) of the mortgage loans, representing
                                           approximately 23.8% of the initial mortgage pool balance
                                           (eighty-seven (87) mortgage loans in loan group 1, representing
                                           approximately 22.6% of the initial loan group 1 balance, and
                                           twenty-eight (28) mortgage loans in loan group 2, representing
                                           approximately 28.1% of the initial loan group 2 balance), provide
                                           for:



                                      S-35





                                           o     the amortization of principal commencing, in each such case,
                                                 no later than the first regular payment date following
                                                 origination;

                                           o     an amortization schedule that is significantly longer than
                                                 its remaining term to stated maturity; and

                                           o     a substantial payment of principal on its maturity date.

                                           These 115 balloon mortgage loans do not include any of the balloon
                                           mortgage loans described under "--Partial Interest-Only Balloon
                                           Loans" or "--Interest-Only Balloon Loans" below.

                                           Notwithstanding the foregoing, one (1) of the mortgage loans
                                           referenced in the second preceding paragraph (loan number 59),
                                           representing approximately 0.5% of the initial mortgage pool
                                           balance and approximately 0.6% of the initial loan group 1 balance,
                                           permits the lender, in its sole discretion, to adjust the monthly
                                           payments to interest only payments during such time as the borrower
                                           is required to make certain sweep deposits to a particular tenant
                                           reserve fund. See "Description of the Mortgage Pool--Terms and
                                           Conditions of the Mortgage Loans--Amortizing Balloon Loans" below.

B. Partial Interest-Only Balloon Loans...  One hundred thirty-seven (137) of the mortgage loans,
                                           representing approximately 34.7% of the initial mortgage pool
                                           balance (one hundred fifteen (115) mortgage loans in loan group
                                           1, representing approximately 35.8% of the initial loan group 1
                                           balance, and twenty-two (22) mortgage loans in loan group 2,
                                           representing approximately 30.8% of the initial loan group 2
                                           balance), require:

                                           o     the payment of interest only on each due date until the
                                                 expiration of a designated period;

                                           o     the amortization of principal following the expiration of
                                                 that interest-only period based on an amortization schedule
                                                 that is significantly longer than its remaining term to
                                                 stated maturity; and

                                           o     a substantial payment of principal on its maturity date.

C. Interest-Only Balloon Loans..........   Sixty-four (64) of the mortgage loans, representing approximately
                                           40.2% of the initial mortgage pool balance (forty-three (43)
                                           mortgage loans in loan group 1, representing approximately 40.0% of
                                           the initial loan group 1 balance, and twenty-one (21) mortgage
                                           loans in loan group 2, representing approximately 41.0% of the
                                           initial loan group 2 balance), require the payment of interest only
                                           until the related maturity date and provide for the repayment of
                                           the entire principal balance on the related maturity date.

D. ARD Loans............................   Three (3) of the mortgage loans, representing approximately 0.7% of
                                           the initial mortgage pool balance and approximately 0.9% of the
                                           initial loan group 1 balance, respectively, which are commonly
                                           referred to as hyper-amortization loans or ARD Loans, provide for
                                           material changes to their terms to encourage the related borrower
                                           to pay the mortgage loan in full by a specified date. We consider
                                           that date to be the anticipated repayment date for such ARD Loans.
                                           There can be no assurance, however, that these incentives will
                                           result in any of these



                                      S-36





                                           mortgage loans being paid in full on or before its anticipated
                                           repayment date. The changes to the loan terms, which, in each case,
                                           will become effective as of the related anticipated repayment date,
                                           include:

                                           o     accrual of interest at a rate in excess of the initial
                                                 mortgage interest rate with the additional interest to be
                                                 deferred and payable only after the outstanding principal
                                                 balance of the subject mortgage loan is paid in full; and

                                           o     applying excess cash flow from the mortgaged real property to
                                                 pay down the principal amount of the subject mortgage loan,
                                                 which payment of principal will be in addition to the
                                                 principal portion of the normal monthly debt service payment.

                                           The above-identified ARD Loans require:

                                           o     the payment of interest only until the expiration of a
                                                 designated period; and

                                           o     the amortization of principal following the expiration of
                                                 that interest-only period.

E. Fully Amortizing Loans...............   Seven (7) of the mortgage loans, representing approximately 0.6% of
                                           the initial mortgage pool balance, six (6) mortgage loans
                                           representing approximately 0.8% of the initial loan group 1 balance
                                           and one (1) mortgage loan representing approximately 0.1% of the
                                           initial loan group 2 balance, respectively, have a payment schedule
                                           that provides for the payment of principal of the subject mortgage
                                           loan substantially in full by its maturity date.

F. Converting Loan......................   One (1) mortgage loan, representing approximately 0.03% of the
                                           initial mortgage pool balance and approximately 0.1% of the initial
                                           loan group 2 balance, converts from a fixed rate loan to a floating
                                           rate loan commencing ten years after the first payment date. This
                                           mortgage loan provides that during the floating rate period the
                                           interest rate must be at least as high as the related fixed
                                           interest rate specified in this prospectus supplement.

                                           The converting loan specified above is included above as a
                                           fully-amortizing loan.

LOAN COMBINATIONS.......................   Ten (10) mortgage loans are, in each case, part of a loan
                                           combination comprised of two (2) or more mortgage loans that are
                                           obligations of the same borrower, only one of which will be
                                           transferred to the issuing entity. The remaining mortgage loans in
                                           each loan combination will not be transferred to the issuing
                                           entity, however all of the mortgage loans in the subject loan
                                           combination are together secured by the same mortgage instrument(s)
                                           encumbering the same mortgaged real property or properties. In the
                                           case of each such loan combination (other than the Commons at
                                           Calabasas loan combination and the Georgia-Alabama loan
                                           combination), the mortgage loan that will not be transferred to the
                                           issuing entity is, in general, subordinate in right of payment with
                                           the mortgage loan in the same loan combination that has been
                                           transferred to the issuing entity, but only to the extent set forth
                                           in the related co-lender or intercreditor agreement. In the case of
                                           the Commons at Calabasas loan combination, upon the funding of a
                                           future advance obligation currently held by Countrywide Commercial
                                           Real Estate



                                      S-37





                                           Finance, Inc., the mortgage loan that will not be transferred to
                                           the issuing entity will be equal in priority in respect of payment
                                           with the mortgage loan in the same loan combination that has been
                                           transferred to the issuing entity, but only to the extent set forth
                                           in the related co-lender or intercreditor agreement. In the case of
                                           the Georgia-Alabama loan combination, one of the mortgage loans
                                           that will not be transferred to the issuing entity will be equal in
                                           priority in respect of payment with the mortgage loan in the same
                                           loan combination that has been transferred to the issuing entity
                                           and one of the mortgage loans that will not be transferred to the
                                           issuing entity will be subordinate in right of payment with both
                                           the mortgage loan that will be transferred to the issuing entity
                                           and the other A-note non-trust loan, but only to the extent set
                                           forth in the related co-lender or intercreditor agreements.

                                           The following mortgage loans are each part of a loan combination:


                                                                         RELATED        U/W DSCR (NCF) AND CUT-OFF DATE
                     MORTGAGE LOANS THAT ARE                            NON-TRUST        LOAN-TO-VALUE RATIO OF ENTIRE
                    PART OF A LOAN COMBINATION                            LOANS                 LOAN COMBINATION

                                                           % OF
         TRUST MORTGAGE LOAN            CUT-OFF DATE     INITIAL         ORIGINAL                         CUT-OFF DATE
 (AS IDENTIFIED ON ANNEX A-1 TO THIS     PRINCIPAL       MORTGAGE       PRINCIPAL                         LOAN-TO-VALUE
       PROSPECTUS SUPPLEMENT)             BALANCE      POOL BALANCE      BALANCE        U/W NCF DSCR(2)     RATIO(2)
------------------------------------    ------------   ------------   --------------    ---------------   -------------

Commons at Calabasas(1)                 $101,500,000       3.6%       $16,000,000            1.21x            79.9%
The Georgia-Alabama Retail Portfolio    $ 33,000,000       1.2%       $47,000,000(3)         1.24x            79.5%
Morehouse Portfolio                     $ 17,260,000       0.6%       $   760,000            1.12x            82.9%
Town & Country Shopping Center          $  9,176,000       0.3%       $   581,250            1.08x            83.9%
Hillwood Apartments                     $  8,250,000       0.3%       $   400,000            1.15x            79.4%
Ashton Lake Apartments                  $  5,280,000       0.2%       $   320,000            1.07x            84.8%
New Sunshine Tech Center                $  4,520,000       0.2%       $   282,000            1.17x            84.2%
Super Center Plaza                      $  3,820,000       0.1%       $   238,750            1.19x            85.0%
Quail Creek Plaza                       $  3,800,000       0.1%       $   237,000            1.15x            85.0%
Somerset Meadows                        $  3,400,000       0.1%       $   200,000            1.20x            76.6%

(1)   The Commons at Calabasas Loan Combination consists of the related trust
      mortgage loan and a future advance obligation in an amount up to
      $16,000,000. The borrower has issued a promissory note to the holder of
      the future advance obligation, which will be pari passu in right of
      payment (upon such future advance) to the trust mortgage loan. The figures
      presented in this table do not take into account any potential future
      advance.

(2)   In the case of the Morehouse Portfolio, Town & Country Shopping Center,
      Hillwood Apartments, Ashton Lake Apartments, New Sunshine Tech Center,
      Super Center Plaza, Quail Creek Plaza and Somerset Meadows trust mortgage
      loans, the debt service coverage ratio and the cut-off date loan-to-value
      ratio were determined taking into consideration, in the case of the debt
      service coverage ratio, the aggregate annualized amount of debt service
      that will be payable only under the related trust mortgage loans (and not
      the related subordinate B-note loans) and, in the case of the cut-off date
      loan-to-value ratio, the cut-off date principal balance of the related
      trust mortgage loans (and not the related subordinate B-note loans). In
      the case of the Georgia-Alabama Retail Portfolio trust mortgage loan, the
      debt service coverage ratio and the cut-off date loan-to-value ratio were
      determined taking into consideration, in the case of the debt service
      coverage ratio, the aggregate annualized amount of debt service that will
      be payable only under the related trust mortgage loan and the A-note
      non-trust loan (and not the related subordinate B-note loan) and, in the
      case of the cut-off date loan-to-value ratio, the cut-off date principal
      balance of the related trust mortgage loan and the A-note non-trust loan
      (and not the related subordinate B-note loan).

(3)   The original principal balance of the related non-trust loans for the
      Georgia-Alabama Retail Portfolio consists of a $33,000,000 A-note and a
      $14,000,000 B-note.

                                           See "Description of the Mortgage Pool--The Loan Combinations" in
                                           this prospectus supplement for a more detailed description, with
                                           respect to each loan combination, of the related co-lender
                                           arrangement and the priority of payments among the mortgage loans
                                           constituting such loan combination. Also, see "Description of the
                                           Mortgage Pool--Additional Loan and Property Information--Additional
                                           and Other Financing" in this prospectus supplement.



                                      S-38





DELINQUENCY STATUS......................   None of the mortgage loans was 30 days or more delinquent with
                                           respect to any monthly debt service payment as of its cut-off date
                                           or at any time since the date of its origination. None of the
                                           mortgage loans has experienced any losses of principal or interest
                                           (through forgiveness of debt or restructuring) since origination.

PREPAYMENT LOCK-OUT PERIODS.............   Except as described under "Description of the Mortgage Pool--Terms
                                           and Conditions of the Mortgage Loans--Prepayment Provisions" in
                                           this prospectus supplement with respect to three hundred
                                           twenty-four (324) mortgage loans representing 99.6% of the initial
                                           mortgage pool balance (two hundred fifty-three (253) mortgage loans
                                           in loan group 1, representing approximately 99.5% of the initial
                                           loan group 1 balance, and seventy-one (71) mortgage loans in loan
                                           group 2, representing approximately 99.9% of the initial loan group
                                           2 balance)(other than loan numbers 75 and 326)) restrict prepayment
                                           for a particular period commonly referred to as a lock-out period
                                           and, in most cases (see "--Defeasance" below), a period during
                                           which the subject mortgage loan may be defeased but not prepaid.
                                           The weighted average remaining prepayment lock-out period and
                                           defeasance period of the mortgage loans as of the cut-off date is
                                           approximately 99 months (approximately 98 months for the mortgage
                                           loans in loan group 1 and approximately 102 months for the mortgage
                                           loans in loan group 2).

DEFEASANCE..............................   Two hundred eighty-seven (287) of the mortgage loans, representing
                                           approximately 91.8% of the initial mortgage pool balance (two
                                           hundred twenty-three (223) mortgage loans in loan group 1,
                                           representing approximately 92.3% of the initial loan group 1
                                           balance, and sixty-four (64) mortgage loans in loan group 2,
                                           representing approximately 90.2% of the initial loan group 2
                                           balance), permit the related borrower, under certain conditions, to
                                           obtain a full or, in certain cases, a partial release of the
                                           mortgaged real property from the mortgage lien by delivering U.S.
                                           Treasury obligations or other non-callable government securities as
                                           substitute collateral. None of these mortgage loans permits
                                           defeasance prior to the second anniversary of the date of initial
                                           issuance of the certificates. The payments on the defeasance
                                           collateral are required to be at least equal to an amount
                                           sufficient to make, when due, all debt service payments on the
                                           defeased mortgage loan or portion thereof allocated to the related
                                           mortgaged real property, including any balloon payment.

PREPAYMENT CONSIDERATION................   All of the mortgage loans that we intend to include in the trust
                                           provide for one or more of the following:

                                           o     a prepayment lock-out period, during which the principal
                                                 balance of the mortgage loan may not be voluntarily prepaid
                                                 in whole or in part;

                                           o     a defeasance period, during which voluntary prepayments are
                                                 prohibited, but the related borrower may obtain a full or
                                                 partial release of the related mortgaged real property
                                                 through defeasance; and/or

                                           o     a prepayment consideration period, during which voluntary
                                                 prepayments are permitted, subject to the payment of a yield
                                                 maintenance premium or other additional consideration for the
                                                 prepayment.



                                      S-39





                                           See "Description of the Mortgage Pool--Terms and Conditions of the
                                           Mortgage Loans--Prepayment Provisions" in this prospectus
                                           supplement.

                                           [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]



                                      S-40





ADDITIONAL STATISTICAL INFORMATION......   The mortgage pool will have the following general characteristics
                                           as of the cut-off date:


                                                                MORTGAGE POOL      LOAN GROUP 1     LOAN GROUP 2
                                                                --------------    --------------    ------------

Initial mortgage pool/loan group balance                        $2,785,502,677    $2,179,639,648    $605,863,029
Number of mortgage loans                                                   326               254              72
Number of mortgaged real properties                                        420               346              74
Percentage of investment grade, shadow rated loans(1)                     0.7%              0.9%            0.0%
Average cut-off date principal balance                              $8,544,487        $8,581,258      $8,414,764
Largest cut-off date principal balance                            $105,000,000      $105,000,000     $40,000,000
Smallest cut-off date principal balance                               $853,337          $873,452        $853,337
Weighted average mortgage interest rate                                5.7793%           5.7839%         5.7629%
Highest mortgage interest rate                                         6.9250%           6.7700%         6.9250%
Lowest mortgage interest rate                                          5.3800%           5.4600%         5.3800%
Number of cross-collateralized loan groups                                   5                 2               3
Cross-collateralized loan groups as a percentage of initial
   mortgage pool/loan group balance                                       1.2%              0.3%            4.5%
Number of multi-property mortgage loans                                     15                13               2
Multi-property mortgage loans as a percentage of initial
   mortgage pool/loan group balance                                       6.5%              6.9%            5.3%
Weighted average underwritten debt service coverage
   ratio(2)(3)(4)                                                        1.34x             1.36x           1.29x
Highest underwritten debt service coverage ratio(2)(3)(4)                9.60x             9.60x           2.03x
Lowest underwritten debt service coverage ratio(2)(3)(4)                 1.14x             1.15x           1.14x
Weighted average cut-off date loan-to-value ratio(2)(3)                  72.1%             72.4%           71.2%
Highest cut-off date loan-to-value ratio(2)(3)                           85.7%             85.7%           80.3%
Lowest cut-off date loan-to-value ratio(2)(3)                             7.3%              7.3%           52.1%
Weighted average original term to maturity or anticipated
   repayment date (months)                                                 113               113             115
Longest original term to maturity or anticipated repayment
   date (months)                                                           360               180             360
Shortest original term to maturity or anticipated repayment
   date (months)                                                            60                60              60
Weighted average remaining term to maturity or anticipated
   repayment date (months)                                                 112               111             113
Longest remaining term to maturity or anticipated repayment
   date (months)                                                           350               180             350
Shortest remaining term to maturity or anticipated repayment
   date (months)                                                            58                58              58


________________________

(1)   It has been confirmed to us by each of S&P and Moody's, in accordance with
      their respective methodologies, that loan numbers 48 and 182 have credit
      characteristics consistent with investment grade-rated obligations.

(2)   In the case of each of seven (7) mortgage loans (loan numbers 8, 14, 23,
      24, 47, 198 and 222) the related debt service coverage ratio and/or
      loan-to-value ratio was calculated by taking into account a holdback
      amount and/or a letter of credit that was taken subject to the financial
      performance of the related mortgaged real property. Additionally, with
      respect to certain other mortgage loans (as described in the footnotes to
      Annex A-1), the related debt service coverage ratio and/or loan-to-value
      ratio was calculated by taking into account various assumptions regarding
      the financial performance of the related mortgaged real property on a
      "stabilized" basis. See the footnotes to Annex A-1 to this prospectus
      supplement for more information regarding the calculations of debt service
      coverage ratios and loan-to-value ratios.

(3)   In the case of the Commons at Calabasas, Georgia-Alabama Retail Portfolio,
      Hillwood Apartments, Somerset Meadows, Ashton Lake Apartments, Morehouse
      Portfolio, Super Center Plaza, Town & Country Shopping Center, Quail Creek
      Plaza and New Sunshine Tech Center trust mortgage loans, the debt service
      coverage ratio and the cut-off date loan-to-value ratio were determined
      taking into consideration, in the case of the debt service coverage ratio,
      the aggregate annualized amount of debt service that will be payable only
      under the related trust mortgage loans (and not the related subordinate
      B-note loans or, in the case of Commons at Calabasas, not the unfunded
      pari passu A-2 note) and, in the case of the cut-off date loan-to-value
      ratio, the cut-off date principal balance of the related trust mortgage
      loans (and not the related subordinate B-note loans or, in the case of
      Commons at Calabasas, not the unfunded pari passu A-2 note). In the case
      of the Georgia-Alabama Retail Portfolio trust mortgage loan, the debt
      service coverage ratio and the cut-off date loan-to-value ratio were
      determined taking into consideration, in the case of the debt service
      coverage ratio, the aggregate annualized amount of debt service that will
      be payable only under the related trust mortgage loan and the A-note
      non-trust loan (and not the related subordinate B-note loan) and, in the
      case of the cut-off date loan-to-value ratio, the cut-off date principal
      balance of the related trust mortgage loan and the A-note non-trust loan
      (and not the related subordinate B-note loan).

(4)   For purposes of clarification, in the case of the Palmilla Apartments
      mortgage loan, the debt service coverage ratio was determined without
      regard to the quarterly stabilization fee required to be paid by the
      borrower if the related mortgaged real property has not been re-assessed
      as multi-family units by the local tax assessor's office and achieved a
      92% occupancy level and a 1.20x debt service coverage ratio by April 11,
      2008. See "Description of the Mortgage Pool--Terms and Conditions of the
      Mortgage Loans--Palmilla Apartments Stabilization Fee."


                                      S-41





PROPERTY TYPE...........................   The table below shows the number of and the total cut-off date
                                           principal balance and percentages of the initial mortgage pool
                                           balance, the loan group 1 balance and the loan group 2 balance,
                                           respectively, secured by mortgaged real properties operated
                                           primarily for each indicated purpose:


                           NUMBER OF
                           MORTGAGED     TOTAL CUT-OFF   % OF INITIAL    % OF INITIAL   % OF INITIAL
                              REAL      DATE PRINCIPAL   MORTGAGE POOL   LOAN GROUP 1   LOAN GROUP 2
    PROPERTY TYPES         PROPERTIES     BALANCE(1)      BALANCE(1)      BALANCE(1)     BALANCE(1)
-----------------------    ----------   --------------   -------------   ------------   ------------

Retail                        174       $  844,788,941       30.3%          38.8%            0.0%
   Anchored                    28       $  402,362,686       14.4%          18.5%            0.0%
   Unanchored(3)              121       $  332,456,755       11.9%          15.3%            0.0%
   Shadow Anchored(4)          15       $   86,030,653        3.1%           3.9%            0.0%
   Single Tenant               10       $   23,938,846        0.9%           1.1%            0.0%
Office(2)                      73       $  672,086,232       24.1%          30.8%            0.0%
Multifamily                    81       $  630,228,562       22.6%           1.1%          100.0%
   Multifamily                 75       $  595,513,562       21.4%           0.6%           96.0%
   Manufactured Housing         6       $   34,715,000        1.2%           0.5%            4.0%
Hospitality                    29       $  219,470,791        7.9%          10.1%            0.0%
Industrial                     30       $  206,223,538        7.4%           9.5%            0.0%
Mixed Use                      18       $  158,765,056        5.7%           7.3%            0.0%
Self Storage                   14       $   45,539,557        1.6%           2.1%            0.0%
Land                            1       $    8,400,000        0.3%           0.4%            0.0%
                           ----------   --------------   -------------   ------------   ------------
TOTAL:                        420       $2,785,502,677      100.0%         100.0%          100.0%

____________________

(1)   For mortgage loans secured by multiple mortgaged real properties, the
      related cut-off date principal balance has been allocated among those
      individual properties based on any of (i) an individual property's
      appraised value as a percentage of the total appraised value of all the
      related mortgaged real properties, including the subject individual
      property, securing the same mortgage loan, (ii) an individual property's
      underwritten net operating income as a percentage of the total
      underwritten net operating income of all the mortgaged real properties,
      including the subject individual property, securing the subject mortgage
      loan and (iii) an allocated loan balance specified in the related loan
      documents.

(2)   In the case of eighteen (18) mortgage loans representing approximately
      4.4% of the initial mortgage pool balance, and approximately 5.7% of the
      initial loan group 1 balance, related mortgaged real properties are
      medical offices.

(3)   One of the mortgage loans secured by the mortgaged real properties
      identified on Annex A-1 as the Georgia-Alabama Retail Portfolio is secured
      by 62 retail properties, which represent security for approximately 1.2%
      of the initial mortgage pool balance and approximately 1.5% of the loan
      group 1 balance, which are fee interests in gas stations with convenience
      stores and other retail stores located in Georgia (60 such properties) and
      Alabama (two such properties). In addition, certain other retail
      properties securing mortgage loans in the pool may have gas stations as
      part of the retail mix.

(4)   A mortgaged real property is classified as shadow anchored if it is
      located in close proximity to an anchored retail property.

PROPERTY LOCATION.......................   The mortgaged real properties are located in 42 states and the
                                           District of Columbia. The following table sets forth the indicated
                                           information regarding those states where 5% or more of mortgaged
                                           real properties, based on allocated loan balance, are located.


                           NUMBER OF
                           MORTGAGED     TOTAL CUT-OFF   % OF INITIAL    % OF INITIAL   % OF INITIAL
                              REAL      DATE PRINCIPAL   MORTGAGE POOL   LOAN GROUP 1   LOAN GROUP 2
         STATE             PROPERTIES     BALANCE(1)      BALANCE(1)      BALANCE(1)     BALANCE(1)
-----------------------    ----------   --------------   -------------   ------------   ------------

California                     78       $  812,070,446       29.2%           33.0%          15.3%
   Southern(2)                 59       $  628,824,807       22.6%           25.5%          12.1%
   Northern(2)                 19       $  183,245,639        6.6%            7.5%           3.1%
Texas                          40       $  287,144,377       10.3%            7.6%          20.2%
Florida                        20       $  190,077,051        6.8%            4.7%          14.6%
Nevada                         14       $  180,003,231        6.5%            5.8%           8.8%
Other                         268       $1,316,207,572       47.3%           48.9%          41.2%
                           ----------   --------------   -------------   ------------   ------------
TOTAL:                        420       $2,785,502,677      100.0%          100.0%         100.0%


____________________

(1)   For mortgage loans secured by multiple mortgaged real properties, the
      related cut-off date principal balance has been allocated among those
      individual properties based on any of (i) an individual property's
      appraised value as a percentage of the total appraised value of all the
      mortgaged real properties, including the subject individual property,
      securing the same mortgage loan, (ii) an individual property's
      underwritten net operating income as a percentage of the total
      underwritten net


                                      S-42



      operating income of all the mortgaged real properties, including the
      subject individual property, securing the subject mortgage loan and (iii)
      an allocated loan balance specified in the related loan documents.

(2)   For purposes of determining whether a mortgaged real property is located
      in Northern California or Southern California, Northern California
      includes areas with zip codes of 93600 and above, and Southern California
      includes areas with zip codes below 93600.



ENCUMBERED INTERESTS....................   The table below shows the number of, as well as the total cut-off
                                           date principal balance and percentage of the initial mortgage pool
                                           balance, the initial loan group 1 balance and the initial loan
                                           group 2 balance, respectively, secured by mortgaged real properties
                                           for which the significant encumbered interest is as indicated:


                           NUMBER OF
 ENCUMBERED INTEREST       MORTGAGED     TOTAL CUT-OFF   % OF INITIAL    % OF INITIAL   % OF INITIAL
  IN THE MORTGAGED            REAL      DATE PRINCIPAL   MORTGAGE POOL   LOAN GROUP 1   LOAN GROUP 2
    REAL PROPERTY          PROPERTIES     BALANCE(1)      BALANCE(1)      BALANCE(1)     BALANCE(1)
-----------------------    ----------   --------------   -------------   ------------   ------------

Fee(2)                        403       $2,643,454,328       94.9%           93.8%          98.7%
Fee/Leasehold                   8       $   54,469,059        2.0%            2.2%           1.3%
Leasehold                       9       $   87,579,290        3.1%            4.0%           0.0%
                           ----------   --------------   -------------   ------------   ------------
TOTAL:                        420       $2,785,502,677      100.0%          100.0%         100.0%

____________________

(1)   For mortgage loans secured by multiple mortgaged real properties, the
      related cut-off date principal balance has been allocated among those
      individual properties based on any of (i) an individual property's
      appraised value as a percentage of the total appraised value of all the
      mortgaged real properties, including the subject individual property,
      securing the same mortgage loan, (ii) an individual property's
      underwritten net operating income as a percentage of the total
      underwritten net operating income of all the mortgaged real properties,
      including the subject individual property, securing the subject mortgage
      loan and (iii) an allocated loan balance specified in the related loan
      documents.

(2)   In circumstances where both the fee interest and the overlapping leasehold
      interest in a mortgaged real property are encumbered, a mortgage loan is
      considered to be secured by the fee interest in the subject mortgaged real
      property.

                       LEGAL AND INVESTMENT CONSIDERATIONS

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

                                           o     REMIC I, the lower tier REMIC, which will consist of, among
                                                 other things--

                                                 1.    the mortgage loans, and

                                                 2.    various other related assets; and

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

                                           The class R-I and R-II certificates will represent the respective
                                           residual interests in those REMICs.

                                           The issuing entity will also hold (i) the class A-2FL REMIC II
                                           regular interest, the class A-3FL REMIC II regular interest, the
                                           class A-4FL REMIC II regular interest, the class AM-FL REMIC II
                                           regular interest, the class AJ-FL REMIC II regular interest, each
                                           related swap agreement and each related trustee's floating rate
                                           account, which will be represented by the related class of Floating
                                           Rate Certificates, (ii) the portion that is represented by the
                                           class Y certificates that will entitle the holders of those
                                           certificates to receive any additional interest accrued as



                                      S-43





                                           to payment with respect to the mortgage loan that converts from a
                                           fixed rate of interest to a floating rate of interest and (iii) the
                                           portion that is represented by the class Z certificates that will
                                           entitle the holders of those certificates to receive any additional
                                           interest accrued and deferred as to payment with respect to each
                                           mortgage loan with an anticipated repayment date that remains
                                           outstanding past that date and any quarterly stabilization fee
                                           collected from the borrower in respect of the Palmilla Apartments
                                           mortgage loan payable to the class Z certificates, which portions
                                           will constitute one or more grantor trusts for federal income tax
                                           purposes and will not be part of the REMICs referred to above.

                                           The offered certificates will be treated as regular interests in
                                           REMIC II. This means that they will be treated as newly issued debt
                                           instruments for federal income tax purposes. You will have to
                                           report income on your offered certificates in accordance with the
                                           accrual method of accounting even if you are otherwise a cash
                                           method taxpayer. The offered certificates will not represent any
                                           interest in the grantor trust referred to above.

                                           It is anticipated that the class A-1, class A-2, class A-SB, class
                                           A-4, class A-1A, class AM and class AJ certificates will be issued
                                           at a premium and that the other classes of offered certificates
                                           will be issued with a de minimis amount of original issue discount.
                                           If you own an offered certificate issued with original issue
                                           discount, you may have to report original issue discount income and
                                           be subject to a tax on this income before you receive a
                                           corresponding cash payment.

                                           The prepayment assumption that will be used in determining the rate
                                           of accrual of original issue discount, market discount and premium,
                                           if any, for U.S. federal income tax purposes, will be that,
                                           subsequent to any date of determination--

                                           o     each mortgage loan with an anticipated repayment date will be
                                                 paid in full on that date,

                                           o     no mortgage loan will otherwise be prepaid prior to maturity,
                                                 and

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

                                           However, no representation is made as to the actual rate at which
                                           the mortgage loans will prepay, if at all.

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

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

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



                                      S-44





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

                                           will be able to invest in the offered certificates without giving
                                           rise to a prohibited transaction. This is based upon individual
                                           prohibited transaction exemptions granted to Merrill Lynch, Pierce,
                                           Fenner & Smith Incorporated and Countrywide Securities Corporation
                                           by the U.S. Department of Labor.

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

LEGAL INVESTMENT........................   The offered certificates will not be mortgage related securities
                                           for purposes of the Secondary Mortgage Market Enhancement Act of
                                           1984.

                                           All institutions whose investment activities are subject to legal
                                           investment laws and regulations, regulatory capital requirements or
                                           review by regulatory authorities should consult with their own
                                           legal advisors in determining whether and to what extent the
                                           offered certificates will be legal investments for them. See "Legal
                                           Investment" in this prospectus supplement and in the accompanying
                                           base prospectus.

INVESTMENT CONSIDERATIONS...............   The rate and timing of payments and other collections of principal
                                           on or with respect to the mortgage loans -- and, in particular, in
                                           the case of the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL
                                           certificates, on or with respect to the mortgage loans in loan
                                           group 1, and in the case of the class A-1A certificates, on or with
                                           respect to the mortgage loans in loan group 2 -- may affect the
                                           yield to maturity on each offered certificate. In the case of
                                           offered certificates purchased at a discount, a slower than
                                           anticipated rate of payments and other collections of principal on
                                           the mortgage loans -- and, in particular, in the case of the class
                                           A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL certificates, on or
                                           with respect to the mortgage loans in loan group 1, and in the case
                                           of the class A-1A certificates, on or with respect to the mortgage
                                           loans in loan group 2 -- could result in a lower than anticipated
                                           yield. In the case of the offered certificates purchased at a
                                           premium, a faster than anticipated rate of payments and other
                                           collections of principal on the mortgage loans -- and, in
                                           particular, in the case of the class A-1, A-2, A-2FL, A-3FL, A-SB,
                                           A-4 and A-4FL certificates, on or with respect to the mortgage
                                           loans in loan group 1, and in the case of the class A-1A
                                           certificates, on or with respect to the mortgage loans in loan
                                           group 2 -- could result in a lower than anticipated yield.

                                           The yield on any offered certificate with a variable or capped
                                           pass-through rate, could also be adversely affected if the mortgage
                                           loans with relatively higher net mortgage interest rates pay
                                           principal faster than the mortgage loans with relatively lower net
                                           mortgage interest rates.



                                      S-45





                                           In addition, depending on timing and other circumstances, the
                                           pass-through rate for the Class X Certificates will vary with
                                           changes in the relative sizes of the total principal balances of
                                           the Principal Balance Certificates.

                                           See "Yield and Maturity Considerations" in this prospectus
                                           supplement and in the accompanying base prospectus.



                                      S-46



                                  RISK FACTORS

      The offered certificates are not suitable investments for all investors.
In particular, you should not purchase any class of offered certificates unless
you understand and are able to bear the risks associated with that class.

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

      YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THOSE SET FORTH
UNDER "RISK FACTORS" IN THE ACCOMPANYING BASE PROSPECTUS, IN DECIDING WHETHER TO
PURCHASE ANY OFFERED CERTIFICATES. THE "RISK FACTORS" SECTION IN THE
ACCOMPANYING BASE PROSPECTUS INCLUDES A NUMBER OF GENERAL RISKS ASSOCIATED WITH
MAKING AN INVESTMENT IN THE OFFERED CERTIFICATES.

      THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND UNDER "RISK FACTORS" IN
THE ACCOMPANYING BASE PROSPECTUS ARE NOT THE ONLY ONES RELATING TO YOUR OFFERED
CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR
THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR INVESTMENT.

      THIS PROSPECTUS SUPPLEMENT 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 RISKS DESCRIBED BELOW, ELSEWHERE IN THIS PROSPECTUS
SUPPLEMENT AND IN THE ACCOMPANYING BASE PROSPECTUS.

      IF ANY OF THE FOLLOWING EVENTS OR CIRCUMSTANCES IDENTIFIED AS RISKS
ACTUALLY OCCUR OR MATERIALIZE, YOUR INVESTMENT COULD BE MATERIALLY AND ADVERSELY
AFFECTED.

Risks Related to the Offered Certificates

THE CLASS AM, AJ, B, C AND D CERTIFICATES ARE SUBORDINATE TO, AND ARE THEREFORE
RISKIER THAN, THE CLASS A-1, A-2, A-SB, A-4 AND A-1A CERTIFICATES

      If you purchase class AM, AJ, B, C and D certificates, then your offered
certificates will provide credit support to other classes of offered
certificates and to the class A-2FL, A-3FL, A-4FL and X certificates (in the
case of the A-2FL certificates, through the A-2FL REMIC II regular interest, in
the case of the A-3FL certificates, through the A-3FL REMIC II regular interest
and in the case of the A-4FL certificates, through the A-4FL REMIC II regular
interest). As a result, you will receive payments after, and must bear the
effects of losses on the mortgage loans before, the holders of those other
classes of certificates.

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

      o     the payment priorities of the respective classes of the
            certificates;

      o     the order in which the principal balances of the respective classes
            of the certificates with principal balances will be reduced in
            connection with losses and default-related shortfalls; and

      o     the characteristics and quality of the mortgage loans.

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


                                      S-47



CHANGES IN MORTGAGE POOL COMPOSITION CAN CHANGE THE NATURE OF YOUR INVESTMENT

      If you purchase any of the offered certificates that are expected to have
relatively longer weighted average lives, you will be more exposed to risks
associated with changes in concentrations of borrower, loan or property
characteristics than are persons who own offered certificates that are expected
to have relatively shorter weighted average lives. See "Risk Factors--Changes in
Pool Composition Will Change the Nature of Your Investment" in the accompanying
base prospectus.

THE OFFERED CERTIFICATES WILL HAVE LIMITED LIQUIDITY AND MAY EXPERIENCE
FLUCTUATIONS IN MARKET VALUE UNRELATED TO THE PERFORMANCE OF THE MORTGAGE LOANS

      Your offered certificates will not be listed on any national securities
exchange or traded on any automated quotation systems of any registered
securities association, and there is currently no secondary market for your
offered certificates. While one or more of the underwriters currently intend to
make a secondary market in the offered certificates, they are not obligated to
do so. Additionally, one or more purchasers may purchase substantial portions of
one or more classes of offered certificates. Moreover, if a secondary market
does develop, there can be no assurance that it will provide you with liquidity
of investment or that it will continue for the life of your offered
certificates. Accordingly, you may not have an active or liquid secondary market
for your offered certificates. Lack of liquidity could result in a substantial
decrease in the market value of your offered certificates. The market value of
your offered certificates also may be affected by many other factors, including
the then prevailing interest rates and market perceptions of risks associated
with commercial mortgage lending, and no representation is made by any person or
entity as to what the market value of any offered certificate will be at any
time. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell Your
Offered Certificates and May Have an Adverse Effect on the Market Value of Your
Offered Certificates" and "--The Market Value of Your Offered Certificates May
Be Adversely Affected by Factors Unrelated to the Performance of Your Offered
Certificates and the Underlying Mortgage Assets, such as Fluctuations in
Interest Rates and the Supply and Demand of CMBS Generally" in the accompanying
base prospectus.

THE OFFERED CERTIFICATES HAVE UNCERTAIN YIELDS TO MATURITY

      The yield on your offered certificates will depend on--

      o     the price you paid for your offered certificates; and

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

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

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

      o     the frequency and timing of payments and other collections of
            principal on the mortgage loans or, in some cases, a particular
            group of mortgage loans;

      o     the frequency and timing of defaults, and the severity of losses, if
            any, on the mortgage loans or, in some cases, a particular group of
            mortgage loans;

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

      o     repurchases of mortgage loans--or, in some cases, mortgage loans of
            a particular group--for material breaches of representations or
            warranties and/or material document defects;

      o     the collection and payment of prepayment premiums and yield
            maintenance charges with respect to the mortgage loans or, in some
            cases, a particular group of mortgage loans; and

      o     servicing decisions with respect to the mortgage loans or, in some
            cases, a particular group of mortgage loans.


                                      S-48



      In general, the factors described in the preceding paragraph cannot be
predicted with any certainty. Accordingly, you may find it difficult to analyze
the effect that these factors might have on the yield to maturity of your
offered certificates. Further, in the absence of significant losses on the
mortgage pool, holders of the class A-1, A-2, A-SB and A-4 certificates should
be concerned with the factors described in the second through seventh bullets of
the preceding paragraph primarily insofar as they relate to the mortgage loans
in loan group 1. Until the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL
certificates are retired, holders of the class A-1A certificates would, in the
absence of significant losses on the mortgage pool, be affected by the factors
described in the second through seventh bullets of the preceding paragraph
primarily insofar as they relate to the mortgage loans in loan group 2.

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

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES MAY VARY MATERIALLY AND
ADVERSELY FROM YOUR EXPECTATIONS BECAUSE THE RATE OF PREPAYMENTS AND OTHER
UNSCHEDULED COLLECTIONS OF PRINCIPAL ON THE MORTGAGE LOANS IS FASTER OR SLOWER
THAN YOU ANTICIPATED

      If you purchase any offered certificates at a premium relative to their
principal balances, and if payments and other collections of principal on the
mortgage loans--and, in particular, in the case of the class A-1, A-2, A-SB and
A-4 certificates, on the mortgage loans in loan group 1, and in the case of the
class A-1A certificates, on the mortgage loans in loan group 2--occur with a
greater frequency than you anticipated at the time of your purchase, then your
actual yield to maturity may be lower than you had assumed at the time of your
purchase. Conversely, if you purchase any offered certificates at a discount
from their principal balances, and if payments and other collections of
principal on the mortgage loans--and, in particular, in the case of the class
A-1, A-2, A-SB and A-4 certificates, on the mortgage loans in loan group 1, and
in the case of the class A-1A certificates, on the mortgage loans in loan group
2--occur with less frequency than you anticipated, then your actual yield to
maturity may be lower than you had assumed. You should consider that prepayment
premiums and yield maintenance charges may not be collected in all circumstances
and no prepayment premium or yield maintenance charge will be paid in connection
with a purchase or repurchase of a mortgage loan. Furthermore, even if a
prepayment premium or yield maintenance charge is collected and payable on your
offered certificates, it may not be sufficient to offset fully any loss in yield
on your offered certificates.

      Some of the mortgage loans may require the related borrower to make, or
permit the lender to apply reserve funds to make, partial prepayments if
specified conditions, such as meeting certain debt service coverage ratios
and/or satisfying certain leasing conditions, have not been satisfied. The
required prepayment may need to be made even though the subject mortgage loan is
in its lock-out period. See "Description of the Mortgage Pool--Terms and
Conditions of the Mortgage Loans--Other Prepayment Provisions; Mortgage Loans
Which May Require Principal Paydowns" in this prospectus supplement.

      The yield on the offered certificates with variable or capped pass-through
rates could also be adversely affected if the mortgage loans with higher net
mortgage interest rates pay principal faster than the mortgage loans with lower
net mortgage interest rates. This is because those classes bear interest at
pass-through rates equal to, based upon or limited by, as applicable, a weighted
average of the adjusted net mortgage interest rates derived from the mortgage
loans.

      Prepayments resulting in a shortening of weighted average lives of the
offered certificates may be made at a time of low interest rates when investors
may be unable to reinvest the resulting payment of principal on their
certificates at a rate comparable to the yield anticipated by them in making
their initial investment in those certificates, while delays and extensions
resulting in a lengthening of those weighted average lives may occur at a time
of high interest rates when investors may have been able to reinvest principal
payments that would otherwise have been received by them at higher rates.


                                      S-49



      The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:

      o     the terms of the mortgage loans;

      o     the length of any prepayment lockout period;

      o     the level of prevailing interest rates;

      o     the availability of mortgage credit;

      o     the applicable yield maintenance charges or prepayment premiums;

      o     the applicable master servicer's or the special servicer's ability
            to enforce yield maintenance charges and prepayment premiums;

      o     the failure to meet certain requirements for the release of escrows;

      o     the occurrence of casualties or natural disasters; and

      o     economic, demographic, tax, legal or other factors.

      A borrower is generally less likely to prepay its mortgage loan if
prevailing interest rates are at or above the mortgage interest rate borne by
that mortgage loan. On the other hand, a borrower is generally more likely to
prepay its mortgage loan if prevailing rates fall significantly below the
mortgage interest rate borne by that mortgage loan. Borrowers are less likely to
prepay mortgage loans with lock-out periods or yield maintenance charge
provisions, to the extent enforceable, than otherwise identical mortgage loans
without these provisions, with shorter lock-out periods or with lower or no
yield maintenance charges. None of the master servicers, the special servicer or
the trustee will be required to advance any yield maintenance charges.

      Provisions requiring yield maintenance charges may not be enforceable in
some states and under federal bankruptcy law, and may constitute interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay any
yield maintenance charge will be enforceable. Also, we cannot assure you that
foreclosure proceeds will be sufficient to pay an enforceable yield maintenance
charge.

      Additionally, although the collateral substitution provisions related to
defeasance do not have the same effect on the certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as
requiring a yield maintenance charge. In certain jurisdictions, those collateral
substitution provisions might be deemed unenforceable under applicable law or
public policy, or usurious.

      See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" in this prospectus supplement for a
discussion of prepayment restrictions with respect to the mortgage loans. No
assurance can be given to you that the related borrowers will refrain from
prepaying their mortgage loans due to the existence of yield maintenance charges
or that involuntary prepayments will not occur.

      In addition, if a mortgage loan seller repurchases any mortgage loan from
the issuing entity due to material breaches of representations or warranties or
material document defects, 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, and no yield maintenance charge will be
payable. A repurchase or the exercise of a purchase option may adversely affect
the yield to maturity on your certificates.

A HIGH RATE AND EARLY OCCURRENCE OF BORROWER DELINQUENCIES AND DEFAULTS MAY
ADVERSELY AFFECT YOUR INVESTMENT

      The actual yield to maturity of your offered certificates will be lower
than expected and could be negative under certain extreme scenarios if (a) you
calculate the anticipated yield of your offered certificates based on a default
rate or amount of losses lower than that actually experienced by the mortgage
loans and (b) the additional


                                      S-50



losses are allocable to or otherwise required to be borne by your class of
offered certificates. The actual yield to maturity of your offered certificates
will also be affected by the timing of any loss on a liquidated mortgage loan if
a portion of the loss is allocable to or otherwise required to be borne by your
class of offered certificates, even if the rate of defaults and severity of
losses are consistent with your expectations. In general, the earlier you bear a
loss, the greater the effect on your yield to maturity. Delinquencies on the
mortgage loans may result in shortfalls in distributions of interest and/or
principal to the holders of the offered certificates for the current month if
the delinquent amounts are not advanced. Furthermore, no interest will accrue on
this shortfall during the period of time that the payment is delinquent. Losses
on the mortgage loans may affect the weighted average life and/or yield to
maturity of a particular class of offered certificates even if those losses are
not allocated to, or required to be borne by the holders of, that class of
offered certificates. The special servicer may accelerate the maturity of the
related mortgage loan in the case of any monetary or material non-monetary
default, which could result in an acceleration of payments to the
certificateholders. In addition, losses on the mortgage loans may result in a
higher percentage ownership interest evidenced by a class of offered
certificates in the remaining mortgage loans than would otherwise have been the
case absent the loss, even if those losses are not allocated to that class of
offered certificates. The consequent effect on the weighted average life and/or
yield to maturity of a class of offered certificates will depend upon the
characteristics of the remaining mortgage loans.

THE RIGHT OF THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE TRUSTEE TO
RECEIVE INTEREST ON ADVANCES, SPECIAL SERVICING FEES, PRINCIPAL RECOVERY FEES
AND WORKOUT FEES WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS

      To the extent described in this prospectus supplement and provided in the
pooling and servicing agreement, the master servicers, the special servicer and
the trustee will each be entitled to receive interest (which will generally
accrue from the date on which the related advance is made through the date of
reimbursement) on unreimbursed advances made by it. In addition, the special
servicer will be entitled to receive, in connection with its servicing,
liquidation and/or workout of defaulted mortgage loans, compensation consisting
of special servicing fees, principal recovery fees and workout fees,
respectively. The right to receive these amounts is senior to the rights of
certificateholders to receive distributions on the offered certificates and,
consequently, may result in shortfalls and losses being allocated to the offered
certificates that would not have otherwise resulted.

YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS

      You and other holders of the offered certificates generally do not have a
right to vote and do not have the right to make decisions with respect to the
administration of the issuing entity. See "Description of the Offered
Certificates--Voting Rights" in this prospectus supplement. Those decisions are
generally made, subject to the express terms of the pooling and servicing
agreement, by a master servicer, the trustee or the special servicer, as
applicable. Any decision made by one of those parties in respect of the assets
of the issuing entity, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
holders of the offered certificates would have made and may negatively affect
your interests.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO THE MASTER SERVICERS, THE
SPECIAL SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

      Midland Loan Services, Inc., as one of the master servicers and the
special servicer, is an affiliate of PNC Bank, National Association, one of the
sponsors and mortgage loan sellers, and an affiliate of PNC Capital Markets LLC,
one of the underwriters. This affiliation could cause a conflict with that
master servicer's duties to the issuing entity under the pooling and servicing
agreement notwithstanding the fact that the pooling and servicing agreement
provides that the mortgage loans serviced pursuant to that agreement must be
administered in accordance with the servicing standard described in this
prospectus supplement without regard to an affiliation with any other party
involved in the transaction.

      A master servicer, the special servicer or any affiliate of a master
servicer or the special servicer may acquire certificates. This could cause a
conflict between a master servicer's or the special servicer's duties to the
issuing entity under the pooling and servicing agreement and its or its
affiliate's interest as a holder of certificates issued under that agreement. In
addition, the master servicers, the special servicer and each of their
affiliates own and are in the business of acquiring assets similar in type to
the assets of the issuing entity. Accordingly, the assets


                                      S-51



of those parties and their affiliates may, depending upon the particular
circumstances including the nature and location of those assets, compete with
the mortgaged real properties for tenants, purchasers, financing and in other
matters related to the management and ownership of real estate. See "Servicing
of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
prospectus supplement.

      The special servicer will have the right to determine that any P&I advance
made or to be made by a master servicer or the trustee is not recoverable from
proceeds of the mortgage loan to which that advance relates. The applicable
master servicer or the trustee will then be required to not make a proposed
advance or may obtain reimbursement for a previously made advance from
collections of principal and, in some cases, interest, which may reduce the
amount of principal and, in some cases, interest that will be paid on your
offered certificates.

      In addition, in connection with the servicing of the specially serviced
mortgage loans, the special servicer may, at the direction of the controlling
class representative, take actions with respect to the specially serviced
mortgage loans that could adversely affect the holders of some or all of the
classes of offered certificates. Similarly, the special servicer may, at the
direction of the holder of the (i) non-trust subordinate B-note or its designee
(prior to the occurrence of a "change of control" event with respect to that
non-trust loan) or (ii) A note non-trust loan (after the occurrence of a "change
of control" event with respect to that non-trust loan), take generally similar
but not identical actions with respect to the related loan combination that
could adversely affect the holders of some or all of the classes of offered
certificates. Furthermore, the holders of certain non-trust loans may have par
purchase options and, in some cases, cure rights with respect to the related
A-note mortgage loans that will be the assets of the issuing entity, upon the
occurrence of specified adverse circumstances with respect to the related loan
combination. See "Description of the Mortgage Pool--The Loan Combinations and
"Servicing of the Mortgage Loans--The Controlling Class Representative and the
Loan Combination Controlling Parties" in this prospectus supplement.

      The controlling class representative will be selected by the holders of
certificates representing a majority interest in the controlling class. The
controlling class of certificateholders and the holders of the non-trust loans
may have interests that conflict with those of the holders of the offered
certificates. As a result, it is possible that the controlling class
representative may direct the special servicer to take actions which conflict
with the interests of the holders of certain classes of the offered
certificates. However, the special servicer is not permitted to take actions
which are prohibited by law or violate the servicing standard or the terms of
the mortgage loan documents.

ONE OF THE MORTGAGE LOANS THAT WE INTEND TO TRANSFER TO THE ISSUING ENTITY MAY
IN THE FUTURE BE SERVICED AND ADMINISTERED PURSUANT TO THE SERVICING
ARRANGEMENTS FOR A DIFFERENT SECURITIZATION; THEREFORE, CERTIFICATEHOLDERS OF
OUR ML-CFC 2007-7 SECURITIZATION MAY HAVE LIMITED ABILITY TO CONTROL THE
SERVICING OF THAT MORTGAGE LOAN

      The mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this prospectus supplement as Georgia-Alabama Retail Portfolio,
which mortgage loan represents approximately 1.2% of the initial mortgage pool
balance and approximately 1.5% of the initial loan group 1 balance, is part of a
loan combination consisting of that mortgage loan, a pari passu A-note non-trust
loan and a subordinate B-note non-trust loan that are secured by the same
mortgage instruments encumbering the same mortgaged real properties. The
Georgia-Alabama Retail Portfolio loan combination will be serviced by the master
servicer and special servicer under the series 2007-7 securitization. Upon the
related pari passu A-note non-trust loan being deposited into another
securitization, Countrywide Commercial Real Estate Finance, Inc., as seller of
such loan, with the consent of the rating agencies, may exercise its option to
cause the servicing of such mortgage loan to be governed by the pooling and
servicing agreement applicable to such other securitization.

Risks Related to the Mortgage Loans

CONCENTRATION OF MORTGAGED REAL PROPERTY TYPES SUBJECT THE TRUST TO INCREASED
RISK OF DECLINE IN A PARTICULAR INDUSTRY

      The inclusion, among the assets of the issuing entity, of a significant
concentration of mortgage loans that are secured by mortgage liens on a
particular type of income-producing property makes the overall performance of
the mortgage pool materially more dependent on the factors that affect the
operations at and value of that property type.


                                      S-52



MULTIFAMILY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

      Seventy-five (75) of the mortgaged real properties, which represent
security for approximately 21.4% of the initial mortgage pool balance (four (4)
properties securing mortgage loans in loan group 1, representing approximately
0.6% of the initial loan group 1 balance, and seventy-one (71) properties
securing mortgage loans in loan group 2, representing approximately 96.0% of the
initial loan group 2 balance) are fee and/or leasehold interests in multifamily
properties. Mortgage loans that are secured by liens on multifamily properties
are exposed to unique risks particular to multifamily properties, including, for
instance, in some cases, restrictions on rent that may be charged or
restrictions on the age of tenants who may reside at a multifamily property.

      For a more detailed discussion of factors uniquely affecting multifamily
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Multifamily Rental Properties."

OFFICE PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES

      Seventy-three (73) of the mortgaged real properties, which represent
security for approximately 24.1% of the initial mortgage pool balance and
approximately 30.8% of the initial loan group 1 balance, are fee and/or
leasehold interests in office properties. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.

      For a more detailed discussion of factors uniquely affecting office
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Office Properties."

      In the case of eighteen (18) mortgaged real properties representing
approximately 4.4% of the initial mortgage pool balance, and approximately 5.7%
of the initial loan group 1 balance, the related mortgaged real properties are
medical offices. Mortgage loans secured by liens on medical office properties
are also exposed to the unique risks particular to health care related
properties. For a more detailed discussion of factors uniquely affecting medical
offices, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Health Care Related Properties."

RETAIL PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES

      One hundred seventy-four (174) of the mortgaged real properties, which
represent security for approximately 30.3% of the initial mortgage pool balance
and approximately 38.8% of the initial loan group 1 balance, are fee and/or
leasehold interests in retail properties. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.

      Gas Stations and Related Convenience Stores.

      One of the mortgage loans secured by the mortgaged real properties
identified on Annex A-1 as the Georgia-Alabama Retail Portfolio is secured by 62
of the retail properties described above, which represent security for
approximately 1.2% of the initial mortgage pool balance and approximately 1.5%
of the loan group 1 balance, which are fee interests in gas stations with
convenience stores and other retail stores located in Georgia (60 such
properties) and Alabama (two such properties). In addition, certain other retail
properties securing mortgage loans in the pool may have gas stations as part of
the retail mix. Demand for gas stations and the related convenience stores
depend on location of the station and volume of car driving, which in turn
depends on cost of gas and general economic conditions. Profitability is
impacted by the cost of gasoline, the product mix at the convenience store,
credit card fees (which have been escalating) and the addition of pay at the
pump technology at stations (which has been cited as a potential cause of
revenue loss in the related convenience store). A property with a gas station
also raises environmental concerns because gasoline, motor oil and other
hazardous products are sold at these properties.


                                      S-53



For additional information regarding environmental concerns with respect to the
Georgia-Alabama Retail Portfolio properties, see "--Lending on Income-Producing
Real Properties Entails Environmental Risks" below.

      For a more detailed discussion of factors uniquely affecting retail
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Retail Properties."

HOSPITALITY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

      Twenty-nine (29) of the mortgaged real properties, which represent
security for approximately 7.9% of the initial mortgage pool balance and
approximately 10.1% of the initial loan group 1 balance, are fee and/or
leasehold interests in hospitality properties. Mortgage loans secured by liens
on those types of properties are exposed to unique risks particular to those
types of properties. In addition, for certain of the mortgage loans secured by
hospitality properties that are a franchise of a national or regional hotel
chain, the related franchise agreement is scheduled to terminate during the term
of the related mortgage loan.

      For a more detailed discussion of factors uniquely affecting hospitality
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Hospitality Properties."

INDUSTRIAL FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

      Thirty (30) of the mortgaged real properties, which represent security for
approximately 7.4% of the initial mortgage pool balance and approximately 9.5%
of the initial loan group 1 balance, are fee and/or leasehold interests in
industrial properties. Mortgage loans that are secured by liens on those types
of properties are exposed to unique risks particular to those types of
properties.

      For a more detailed discussion of factors uniquely affecting industrial
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Industrial Properties."

SELF STORAGE FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

      Fourteen (14) of the mortgaged real properties, which represent security
for approximately 1.6% of the initial mortgage pool balance and approximately
2.1% of the initial loan group 1 balance, are fee interests in self storage
facility properties. Mortgage loans that are secured by liens on those types of
properties are exposed to unique risks particular to those types of properties.

      For a more detailed discussion of factors uniquely affecting self storage
facilities, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Warehouse, Mini-Warehouse and Self Storage Facilities."

MANUFACTURED HOUSING COMMUNITIES, MOBILE HOME PARKS AND RECREATIONAL VEHICLE
PARKS ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR CERTIFICATES

      Six (6) of the mortgaged real properties, which represent security for
approximately 1.2% of the initial mortgage pool balance (comprised of three (3)
mortgage loans in loan group 1, representing approximately 0.5% of the initial
loan group 1 balance, and three (3) mortgage loans in loan group 2, representing
approximately 4.0% of the initial loan group 2 balance), are fee interests in
manufactured housing community properties, mobile home parks and/or recreational
vehicle parks. Mortgage loans that are secured by liens on those types of
properties are exposed to unique risks particular to those types of properties.


                                      S-54



      For a more detailed discussion of factors uniquely affecting manufactured
housing community properties, you should refer to the section in the
accompanying base prospectus captioned "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan--Manufactured Housing Communities, Mobile
Home Parks and Recreational Vehicle Parks."

RISKS ASSOCIATED WITH ALTERNATIVE FORMS OF PROPERTY OWNERSHIP

      Seven (7) mortgage loans (loan numbers 23, 24, 65, 134, 212, 243 and 260),
representing in the aggregate approximately 2.5% of the initial mortgage pool
balance (four (4) mortgage loans in loan group 1, representing approximately
1.2% of the initial loan group 1 balance and three (3) mortgage loans in loan
group 2, representing 7.3% of the initial loan group 2 balance), are, or may
become, secured by the related borrower's interest in residential and/or
commercial condominium units. Condominiums may create risks for lenders that are
not present when lending on properties that are not condominiums. See "Risk
Factors--Lending on Condominium Units Creates Risks for Lenders That Are Not
Present When Lending on Non-Condominiums" in the base prospectus.

REPAYMENT OF THE MORTGAGE LOANS DEPENDS ON THE OPERATION OF THE MORTGAGED REAL
PROPERTIES

      The mortgage loans are secured by mortgage liens on fee and/or leasehold
(which may include sub-leasehold) interests in commercial, multifamily and
manufactured housing community real property. The risks associated with lending
on these types of real properties are inherently different from those associated
with lending on the security of single-family residential properties. This is
because, among other reasons, such mortgage loans are often larger and repayment
of each of the mortgage loans is dependent on--

      o     the successful operation and value of the mortgaged real property;
            and

      o     the related borrower's ability to sell or refinance the mortgaged
            real property.

      See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" and "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan" in the accompanying base prospectus.

THE MORTGAGED REAL PROPERTY WILL BE THE SOLE ASSET AVAILABLE TO SATISFY THE
AMOUNTS OWING UNDER A MORTGAGE LOAN IN THE EVENT OF DEFAULT

      The mortgage loans will not be an obligation of, or be insured or
guaranteed by, us, any sponsor, any governmental entity, any private mortgage
insurer, any mortgage loan seller, any underwriter, either master servicer, the
special servicer, the trustee or any of their respective affiliates or any other
person or entity.

      All of the mortgage loans are or should be considered nonrecourse loans.
If the related borrower defaults on any of the mortgage loans, only the related
mortgaged real property (together with any related insurance policies or other
pledged collateral), and none of the other assets of the borrower, is available
to satisfy the debt. Consequently, payment prior to maturity is dependent
primarily on the sufficiency of the net operating income of the mortgaged real
property. Payment at maturity is primarily dependent upon the market value of
the mortgaged real property or the borrower's ability to refinance the mortgaged
real property. Even if the related loan documents permit recourse to the
borrower or a guarantor, the issuing entity may not be able to ultimately
collect the amount due under a defaulted mortgage loan. We have not evaluated
the significance of the recourse provisions of mortgage loans that may permit
recourse against the related borrower or another person in the event of a
default. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
Loan Depends upon the Performance and Value of the Underlying Real Property,
Which May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" in the accompanying base prospectus.


                                      S-55



RESERVES TO FUND CAPITAL EXPENDITURES MAY BE INSUFFICIENT AND THIS MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES

      Although many of the mortgage loans require that funds be put aside for
specific reserves, certain of the mortgage loans do not require any reserves. We
cannot assure you that any such reserve amounts will be sufficient to cover the
actual costs of the items for which the reserves were established. We also
cannot assure you that cash flow from the related mortgaged real properties will
be sufficient to fully fund any ongoing monthly reserve requirements.

OPTIONS AND OTHER PURCHASE RIGHTS MAY AFFECT VALUE OR HINDER RECOVERY WITH
RESPECT TO THE MORTGAGED REAL PROPERTIES

      The borrower under certain of the mortgage loans (for example, loan
numbers 7, 9, 11, 32, 35, 36, 96, 108, 120, 139, 147, 162, 163, 178, 215, 230,
282, 301, 306 and 323) has 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.
However, in certain cases, the holder of the right to purchase the related
mortgaged property has agreed that such purchase right will not apply in a
foreclosure or similar proceeding. 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 and/or without any yield
maintenance consideration.

      In the case of one mortgage loan (loan number 11, secured by the mortgaged
real properties identified on Annex A-1 to this prospectus supplement as
Georgia-Alabama Retail Portfolio, representing approximately 1.2% of the initial
mortgage pool balance and approximately 1.5% of the initial loan group 1
balance), the related borrower is obligated under an agreement with Exxon Mobil
Corporation ("Exxon") to use and sell Exxon products at certain of the
individual mortgaged real properties. The borrower's failure to do this triggers
an option by Exxon to purchase the particular individual mortgaged real property
at a price equal to the greater of: (i) 90% of the current appraised value of
the applicable individual mortgaged real property (ii) 90% of the fair market
value of the applicable individual mortgaged real property, or (iii) the
allocated loan amount of the applicable individual mortgaged real property.

      In the case of one mortgage loan (loan number 282), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Beverly Blvd Retail Center, representing approximately 0.1% of the initial
mortgage pool balance and approximately 0.1% of the initial loan group 1
balance, a restrictive covenant prohibiting the sale, advertisement, storage or
distribution of any motor vehicle fuels, including but not limited to petroleum
products, encumbers the related mortgaged real property and is not subordinate
to the mortgage loan. If the restrictive covenant is breached, an unrelated
third party has the option to purchase the mortgaged property at fair market
value, in which case the mortgage loan documents provide that the mortgage loan
will be full recourse to the principal of the mortgage loan (identified on Annex
A-1) for the entire indebtedness plus yield maintenance. There can be no
assurance that the price paid to purchase the mortgaged property will cover all
amounts due under the related mortgage loan.

      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 real 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 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.

INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF PAYMENT-IN-LIEU-OF-TAXES OR
OTHER TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS

      In the case of some of the mortgage loans, the related mortgaged real
properties may be the subject of municipal payment-in-lieu-of-taxes programs or
other tax abatement arrangements, whereby the related borrower pays payments in
lieu of taxes that are less than what its tax payment obligations would be
absent the program or


                                      S-56



pays reduced real estate taxes. These programs or arrangements may be scheduled
to terminate or provide for significant tax increases prior to the maturity of
the related mortgage loans or may require increased payments in the future, in
each case resulting in increased payment obligations (which could be
substantial) in the form of real estate taxes or increased payments in lieu of
taxes, which could adversely impact the ability of the related borrowers to pay
debt service on their mortgage loans.

IN SOME CASES, A MORTGAGED REAL PROPERTY IS DEPENDENT ON A SINGLE TENANT OR ON
ONE OR A FEW MAJOR TENANTS

      In the case of two hundred thirty-two (232) mortgaged real properties,
securing approximately 45.2% of the initial mortgage pool balance and
approximately 57.8% of the initial loan group 1 balance, the related borrower
has leased the property to one or more tenants each occupying 25% or more of the
particular property. In the case of one hundred forty-nine (149) of those
properties, securing approximately 25.5% of the initial mortgage pool balance
and approximately 32.6% of the initial loan group 1 balance, the related
borrower has leased the particular property to a single tenant that occupies 50%
or more of the particular property. In the case of eighty-nine (89) mortgaged
real properties, securing approximately 12.7% of the initial mortgage pool
balance and approximately 16.3% of the initial loan group 1 balance, the related
borrower has leased the particular property to a single tenant that occupies
100% of the particular property. Not included in the 89 mortgaged real
properties is one mortgage loan (loan number 31) that is secured by a
multifamily property at which a single tenant leases 100% of the units and then
subleases individual units to students. Accordingly, the full and timely payment
of each of the related mortgage loans is highly dependent on the continued
operation of the major tenant or tenants, which, in some cases, is the sole
tenant, at the mortgaged real property. In addition, the leases of some of these
tenants may terminate on or prior to the term of the related mortgage loan. For
information regarding the lease expiration dates of significant tenants at the
mortgaged real properties, see Annex A-1 to this prospectus supplement, and in
some cases, the related tenant has not yet taken occupancy or commenced paying
rent. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" in the accompanying base prospectus.

THE BANKRUPTCY OR INSOLVENCY OF A TENANT WILL HAVE A NEGATIVE IMPACT ON THE
RELATED MORTGAGED REAL PROPERTY

      The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties may adversely affect the
income produced by a mortgaged real property. Under the 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) and the amounts the landlord could claim would be limited. One or more
tenants at a particular mortgaged real property may have been the subject of
bankruptcy or insolvency proceedings. See "Risk Factors--Bankruptcy Proceedings
Entail Certain Risks" in this prospectus supplement and "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable--Dependence on a Single Tenant
or a Small Number of Tenants Makes a Property Riskier Collateral" in the
accompanying base prospectus.

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS

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

      o     space in the mortgaged real properties could not be leased or
            re-leased;

      o     substantial re-leasing costs were required and/or the cost of
            performing landlord obligations under existing leases materially
            increased;

      o     tenants were unwilling or unable to meet their lease obligations;


                                      S-57



      o     a significant tenant were to become a debtor in a bankruptcy case;
            or

      o     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 leases or relet the space on comparable terms
and on a timely basis. Certain of the mortgaged real properties may be leased in
whole or in part by government-sponsored tenants who have the right to cancel
their leases at any time or for lack of appropriations. Additionally, mortgaged
real properties may have concentrations of leases expiring at varying rates in
varying percentages, including single-tenant mortgaged real properties, during
the term of the related mortgage loans and in some cases most or all of the
leases on a mortgaged real property may expire prior to the related anticipated
repayment date or 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
real properties. Moreover, if a tenant defaults in 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 related mortgaged real
property.

      The risks described above are increased if there is a concentration of
tenants in a particular industry at one or more of the mortgaged real
properties. For example, if a particular industry experiences an economic
downturn, a concentration among tenants of any mortgaged real property in that
industry may lead to losses on the related mortgage loan that are substantially
more severe than would be the case if its tenants were in diversified
industries. In addition, business objectives for tenants at mortgaged real
properties may change over time. A business may downsize, creating a need for
less space, or a business may expand or increase its size and/or number of
employees, creating a need for more space.

      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 as landlord under the lease a
successor owner following foreclosure), the leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Accordingly, if a mortgaged real 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 real
property could experience a further decline in value if such tenants' leases
were terminated.

      Certain of the mortgaged real properties may have tenants that are related
to or affiliated with a borrower (for example, including, but not limited to,
loan numbers 88, 142, 157, 164, 221, 222 and 246). In such cases a default by
the borrower may coincide with a default by the affiliated tenants.
Additionally, even if the property becomes a foreclosure property, it is
possible that an affiliate of the borrower may remain as a tenant. If a
mortgaged real property is leased in whole or substantial part to an affiliate
of the borrower, it may be more likely that a landlord will waive lease
conditions for an affiliated tenant than it would for an unaffiliated tenant. We
cannot assure you that the conflicts arising where a borrower is affiliated with
a tenant at a mortgaged real property will not adversely impact the value of the
related mortgage loan. In some cases the affiliated lessee may be physically
occupying space related to its business; in other cases, the affiliated lessee
may be a tenant under a master lease with the borrower, under which the tenant
is generally obligated to make rent payments but does not occupy any space at
the mortgaged real property. These master leases are typically used to bring
occupancy to a "stabilized" level but may not provide additional economic
support for the mortgage loan. We cannot assure you the space "master leased" by
a borrower affiliate will eventually be occupied by third party tenants and
consequently, 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
related mortgaged real property if the borrower's or its affiliate's financial
condition worsens.

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


                                      S-58



MORTGAGE LOANS SECURED BY MORTGAGED REAL PROPERTIES SUBJECT TO ASSISTANCE AND
AFFORDABLE HOUSING PROGRAMS ARE SUBJECT TO THE RISK THAT THOSE PROGRAMS MAY
TERMINATE OR BE ALTERED

      Certain of the mortgaged real properties may be secured by mortgage loans
that are eligible (or may become eligible in the future) for and have received
(or in the future may receive) low income housing tax credits pursuant to
Section 42 of the Internal Revenue Code in respect of various units within the
related mortgaged real property or have a material concentration of 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. With respect to certain of
the mortgage loans, the related borrowers may receive subsidies or other
assistance from government programs. Generally, in the case of mortgaged real
properties that are subject to assistance programs of the kind described above,
the subject mortgaged real property must satisfy certain requirements, the
borrower must observe certain leasing practices and/or the tenant(s) must
regularly meet certain income requirements. No assurance can be given that any
government or other assistance programs will be continued in their present form
during the terms of the related mortgage loans, that the borrower will continue
to comply with the requirements of the programs to enable the borrower to
receive the subsidies or assistance in the future, or that the owners of a
borrower will continue to receive tax credits 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 loans even though the related
mortgage loan seller may have underwritten the related mortgage loan on the
assumption that any applicable assistance program would remain in place. Loss of
any applicable assistance could have an adverse effect on the ability of a
borrower whose property is subject to an assistance program to make debt service
payments. Additionally, the restrictions described above relating to the use of
the related mortgaged real property could reduce the market value of the related
mortgaged real property.

GEOGRAPHIC CONCENTRATION EXPOSES INVESTORS TO GREATER RISKS ASSOCIATED WITH THE
RELEVANT GEOGRAPHIC AREAS

      Mortgaged real properties located in California, Texas, Florida and Nevada
will represent approximately 29.2%, 10.3%, 6.8% and 6.5%, respectively, by
allocated loan amount, of the initial mortgage pool balance; mortgaged real
properties located in California, Texas and Nevada will represent approximately
33.0%, 7.6% and 5.8%, respectively, of the initial loan group 1 balance; and
mortgaged real properties located in Texas, California, Florida, Nevada and New
Jersey will represent approximately 20.2%, 15.3%, 14.6%, 8.8% and 7.5%,
respectively, of the initial loan group 2 balance. The inclusion of a
significant concentration of mortgage loans that are secured by mortgage liens
on real properties located in a particular state makes the overall performance
of the mortgage pool materially more dependent on economic and other conditions
or events in that state. See "-- Certain State-Specific Considerations" below
and "Risk Factors--Geographic Concentration Within a Trust Exposes Investors to
Greater Risk of Default and Loss" in the accompanying base prospectus.

CERTAIN STATE-SPECIFIC CONSIDERATIONS

      California. Seventy eight (78) mortgaged real properties representing
approximately 29.2%, by allocated loan amount, of the initial mortgage pool
balance are located in California. Mortgaged real properties located in
California are generally secured by deeds of trust on the related real estate.
Foreclosure of a deed of trust in California may be accomplished by a
non-judicial trustee's sale under a specific provision in the deed of trust or
by judicial foreclosure. Public notice of either a trustee's sale or the
judgment of foreclosure is given for a statutory period of time after which the
mortgaged real estate may be sold by a trustee, if foreclosed pursuant to a
trustee's power of sale, or by court appointed sheriff under a judicial
foreclosure. Following a judicial foreclosure sale, the borrower or its
successor in interest may, for a period of up to one year, redeem the property.
California's "one action rule" requires the lender to exhaust the security
afforded under the deed of trust by foreclosure in an attempt to satisfy the
full debt before bringing a personal action (if otherwise permitted) against the
borrower for recovery of the debt, except in certain cases involving
environmentally impaired real property. California case law has held that acts
such as an offset of an unpledged account constitute violations of such
statutes. Violations of such statutes may result in the loss of some or all of
the security under the loan. Other statutory provisions in California limit any
deficiency judgment (if otherwise permitted) against the borrower following a
foreclosure to the amount by which the indebtedness exceeds the fair value at
the time of the public sale and in no event greater than the difference between
the foreclosure sale price and the amount of the indebtedness. Further, under
California law, once a property has been sold pursuant to a power-of-sale clause
contained in a deed of trust, the lender is precluded from


                                      S-59



seeking a deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and
leases require that a lender whose loan is secured by such an assignment must
exercise a remedy with respect to rents as authorized by statute in order to
establish its right to receive the rents after an event of default. Among the
remedies authorized by statute is the lender's right to have a receiver
appointed under certain circumstances.

      Texas. Forty (40) mortgaged real properties representing approximately
10.3%, by allocated loan amount, of the initial mortgage pool balance are
located in Texas. 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.

THE MORTGAGE POOL WILL INCLUDE MATERIAL CONCENTRATIONS OF BALLOON LOANS AND
LOANS WITH ANTICIPATED REPAYMENT DATES

      Three hundred sixteen (316) of the mortgage loans, representing
approximately 98.6% of the initial mortgage pool balance (two hundred forty-five
(245) mortgage loans in loan group 1, representing approximately 98.3% of the
initial loan group 1 balance, and seventy-one (71) mortgage loans in loan group
2, representing approximately 99.9% of the initial loan group 2 balance), are
balloon loans that will each have a substantial remaining principal balance at
their stated maturity dates. In addition, three (3) mortgage loans, representing
approximately 0.7% of the initial mortgage pool balance and approximately 0.9%
of the initial loan group 1 balance, provide material incentives for the related
borrower to repay the related mortgage loan by an anticipated repayment date
prior to maturity. The ability of a borrower to make the required balloon
payment on a balloon loan at maturity, and the ability of a borrower to repay a
mortgage loan on or before any related anticipated repayment date, in each case
depends upon its ability either to refinance the mortgage loan or to sell the
mortgaged real property. The ability of a borrower to effect a refinancing or
sale will be affected by a number of factors, including--

      o     the value of the related mortgaged real property;

      o     the level of available mortgage interest rates at the time of sale
            or refinancing;

      o     the borrower's equity in the mortgaged real property;

      o     the financial condition and operating history of the borrower and
            the mortgaged real property,

      o     tax laws;

      o     prevailing general and regional economic conditions;

      o     the fair market value of the related mortgaged real property;

      o     reductions in applicable government assistance/rent subsidy
            programs; and

      o     the availability of credit for loans secured by multifamily or
            commercial properties, as the case may be.

      Although a mortgage loan may provide the related borrower with incentives
to repay the mortgage loan by an anticipated repayment date prior to maturity,
the failure of that borrower to do so will not be a default under that mortgage
loan. See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans" in this prospectus supplement and "Risk Factors--The Investment
Performance of Your Offered Certificates Will Depend


                                      S-60



Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those
Payments, Defaults and Losses May Be Highly Unpredictable" in the accompanying
base prospectus.

THE MORTGAGE POOL WILL INCLUDE SOME DISPROPORTIONATELY LARGE MORTGAGE LOANS AND
GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS

      The inclusion in the mortgage pool of one or more loans that have
outstanding principal balances that are substantially larger than the other
mortgage loans can result in losses that are more severe, relative to the size
of the mortgage pool, than would be the case if the total balance of the
mortgage pool were distributed more evenly. In this regard:

      o     The largest mortgage loan or group of cross-collateralized mortgage
            loans to be included in the assets of the issuing entity represents
            approximately 3.8% of the initial mortgage pool balance. The largest
            mortgage loan or group of cross-collateralized mortgage loans in
            loan group 1 represents approximately 4.8% of the initial loan group
            1 balance, and the largest mortgage loan in loan group 2 represents
            approximately 6.6% of the initial loan group 2 balance.

      o     The five (5) largest mortgage loans and groups of
            cross-collateralized mortgage loans to be included in the assets of
            the issuing entity represent approximately 12.8% of the initial
            mortgage pool balance. The five (5) largest mortgage loans and
            groups of cross-collateralized mortgage loans in loan group 1
            represent approximately 16.3% of the initial loan group 1 balance,
            and the five (5) largest mortgage loans and groups of
            cross-collateralized mortgage loans in loan group 2 represent
            approximately 25.5% of the initial loan group 2 balance.

      o     The ten (10) largest mortgage loans and groups of
            cross-collateralized mortgage loans to be included in the assets of
            the issuing entity represent approximately 19.5% of the initial
            mortgage pool balance. The ten (10) largest mortgage loans and
            groups of cross-collateralized mortgage loans in loan group 1
            represent approximately 24.5% of the initial loan group 1 balance,
            and the ten (10) largest mortgage loans and groups of
            cross-collateralized mortgage loans in loan group 2 represent
            approximately 41.1% of the initial loan group 2 balance.

      See "Description of the Mortgage Pool--General," "--Cross-Collateralized
and Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage
Loans with Affiliated Borrowers" and "--Significant Mortgage Loans" in this
prospectus supplement and "Risk Factors--Loan Concentration Within a Trust
Exposes Investors to Greater Risk of Default and Loss" in the accompanying base
prospectus.

THE EXERCISE OF CERTAIN RIGHTS AND POWERS BY THE HOLDER OF A PARI PASSU
COMPANION LOAN THAT IS PART OF A LOAN COMBINATION WITH A MORTGAGE LOAN INCLUDED
IN THE MORTGAGE POOL MAY CONFLICT WITH YOUR INTERESTS

      One (1) mortgage loan (loan number 2), which is secured by the mortgaged
real property identified on Annex A-1 to this prospectus supplement as Commons
at Calabasas (representing approximately 3.6% of the initial mortgage pool
balance and approximately 4.7% of the initial loan group 1 balance), upon a
future advance, will be part of a group of loans that we refer to as a loan
combination, made to the same borrower and that is secured by a single mortgage
instrument on the same mortgaged real property. Upon funding the future advance,
the future advance loan will be pari passu with the mortgage loan but will not
be included as an asset of the issuing entity. The holder of the future advance
loan will have the right to consult, on a non-binding basis, with the master
servicer and the special servicer under the pooling and servicing agreement on
various major servicing matters with respect to the mortgage loans in the
related loan combination and the related mortgaged real property. One mortgage
loan (loan number 11), which is secured by the mortgaged real property
identified in Annex A-1 to this prospectus supplement as Georgia-Alabama Retail
Portfolio (representing approximately 1.2% of the initial mortgage pool balance
and approximately 1.5% of the intitial loan group 1 balance), is part of a loan
combination, consisting of a mortgage loan, a pari passu non-trust loan and a
subordinate B-note non-trust loan. With respect to the Georgia-Alabama Retail
Portfolio Loan, the right to replace the special servicer for this mortgage loan
and to direct and advise the applicable master servicer and the special servicer
on various servicing matters regarding the related loan combination will be, for
so long as it has an outstanding principal balance, as deemed reduced by any
appraisal reduction amount with respect to the subject loan combination that is
allocable to that B-note non-trust loan, that is


                                      S-61



equal to or greater than 25% of its outstanding principal balance (without
taking into account any appraisal reduction amount), with the holder of the
related B-note non-trust loan and after such time, with the holder of the pari
passu non-trust loan, provided that if the pari passu non-trust loan is an asset
in a securitization, with the controlling class representative under the
securitization related to the pari passu non-trust loan).

      In connection with exercising the foregoing rights, the holder of a A-note
non-trust loan may have interests that conflict with your interests.

      See "Description of the Mortgage Pool-- The Loan Combinations" in this
prospectus supplement.

THE EXERCISE OF CERTAIN RIGHTS AND POWERS BY THE HOLDER OF A SUBORDINATE
COMPANION LOAN THAT IS PART OF A LOAN COMBINATION WITH A MORTGAGE LOAN INCLUDED
IN THE MORTGAGE POOL MAY CONFLICT WITH YOUR INTERESTS

      Nine (9) mortgage loans (loan numbers 11, 32, 90, 101, 172, 197, 223, 224
and 239), which are secured by the mortgaged real properties identified on Annex
A-1 to this prospectus supplement as Georgia-Alabama Retail Portfolio, Morehouse
Portfolio, Town & Country Shopping Center, Hillwood Apartments, Ashton Lake
Apartments, New Sunshine Tech Center, Super Center Plaza, Quail Creek Plaza and
Somerset Meadows, respectively (representing approximately 3.2% of the initial
mortgage pool balance, 3.4% of the initial loan group 1 balance and 2.2% of the
initial loan group 2 balance), are each a part of a group of loans, that we
refer to as a loan combination, made to the same borrower and that are secured
by a single mortgage instrument(s) on the same mortgaged real property or
properties. The other loans in these loan combinations will not be included as
assets of the issuing entity.

      The holders of each such B-note non-trust loan (other than the B-note
non-trust loan related to the Georgia-Alabama Retail Portfolio) will not have
any voting, consent or other rights (other than, in some cases, non-binding
consultation rights or consent rights with respect to certain loan
modifications) with respect to the servicing of such loan combinations, but may
have purchase rights and/or cure rights with respect to the related trust
mortgage loan. With respect to the Georgia-Alabama Retail Portfolio Loan
Combination, the holder of the related B-note non-trust loan will have the
rights described in the second paragraph under "--The Exercise of Certain Rights
and Powers By the Holder of a Pari Passu Companion Loan That is Part of a Loan
Combination with a Mortgage Loan Included in the Mortgage Pool May Conflict With
Your Interests" above.

      In connection with exercising the foregoing rights, the holder of a B-note
non-trust loan may have interests that conflict with your interests.

      See "Description of the Mortgage Pool-- The Loan Combinations" in this
prospectus supplement.

ONE OF THE PARI PASSU LOANS THAT IS PART OF A LOAN COMBINATION INCLUDES A FUTURE
ADVANCE OBLIGATION THAT WILL NOT BE AN OBLIGATION OF THE TRUST

      One (1) mortgage loan (loan number 2), which is secured by the mortgaged
real property identified on Annex A-1 to this prospectus supplement as Commons
at Calabasas, (representing approximately 3.6% of the initial mortgage pool
balance and approximately 4.7% of the initial loan group 1 balance), includes an
obligation held by Countrywide Commercial Real Estate Finance, Inc. (which may
be sold or transferred at any time) to make a future advance on or before May
10, 2010, up to the aggregate amount of $16,000,000, upon certain conditions set
forth in the loan documents. The borrower has issued the holder of the future
funding obligation a promissory note that will be pari passu in right of payment
(upon such future funding) to the mortgage loan that will be deposited into the
trust. After the future funding, the mortgage loan will be one of a group of
loans that we refer to as a loan combination, made to the same borrower and that
are secured by a single mortgage instrument on the same mortgaged real property.
The right to repayment of such future advance, with interest, will be retained
by the holder of the future funding obligation and will not be transferred to
the trust. Although the holder of the non-trust loan has agreed for the benefit
of the trust that it will satisfy its future advance obligations and the related
borrower has acknowledged in writing that it will not have any right of offset
or other claim against the trust in connection with the future advance,
nevertheless if the holder of the non-trust loan fails to make such advance, the
related borrower may default under its obligations under the related loan
combination, which will impact the related trust mortgage loan. The holder of
the non-trust loan will also have the right to determine in its sole discretion
whether the conditions to future advances have been satisfied and may have the
right to waive the failure of the related borrower


                                      S-62



to satisfy certain of those conditions, subject to specified materiality
conditions and/or the consent of the applicable master servicer.

      See "Description of the Mortgage Pool-- The Loan Combinations" in this
prospectus supplement.

THE MORTGAGE POOL WILL INCLUDE LEASEHOLD MORTGAGE LOANS AND LENDING ON A
LEASEHOLD INTEREST IN REAL PROPERTY IS RISKIER THAN LENDING ON THE FEE INTEREST
IN THAT PROPERTY

      In the case of nine (9) mortgaged real properties representing
approximately 3.1% of the initial mortgage pool balance and approximately 4.0%
of the initial loan group 1 balance, the related mortgage constitutes a lien on
the related borrower's leasehold interest, but not on the corresponding fee
interest, in all or a material portion of the related mortgaged real property,
which leasehold interest is subject to a ground lease. Because of possible
termination of the related ground lease, lending on a leasehold interest in a
real property is riskier than lending on an actual fee interest in that property
notwithstanding the fact that a lender, such as the trustee on behalf of the
issuing entity, generally will have the right to cure defaults under the related
ground lease. In addition, the terms of certain ground leases may require that
insurance proceeds or condemnation awards be applied to restore the property or
be paid, in whole or in part, to the ground lessor rather than be applied
against the outstanding principal balance of the related mortgage loan. Finally,
there can be no assurance that any of the ground leases securing a mortgage loan
contain all of the provisions, including a lender's right to obtain a new lease
if the current ground lease is rejected in bankruptcy that a lender may consider
necessary or desirable to protect its interest as a lender with respect to a
leasehold mortgage loan. See "Description of the Mortgage Pool--Additional Loan
and Property Information--Ground Leases" in this prospectus supplement. See also
"Risk Factors--Lending on Ground Leases Creates Risks for Lenders that Are Not
Present When Lending on an Actual Ownership Interest in a Real Property" and
"Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the
accompanying base prospectus.

SOME OF THE MORTGAGED REAL PROPERTIES ARE LEGAL NONCONFORMING USES OR LEGAL
NONCONFORMING STRUCTURES

      Some of the mortgaged real properties are secured by a mortgage lien on a
real property that is a legal nonconforming use or a legal nonconforming
structure. This may impair the ability of the borrower to restore the
improvements on a mortgaged real property to its current form or use following a
major casualty.

      Certain of the mortgaged real 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 real property to comply with zoning laws
or to be a legal non-conforming use or legal non-conforming structure may
adversely affect market value of the mortgaged real 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.

      In addition, certain of the mortgaged real properties may be subject to
certain use restrictions imposed pursuant to reciprocal easement agreements,
operating agreements, historical landmark designations or other covenants and
agreements. Use restrictions could include, for example, limitations on the
character of the improvements or the properties, limitations affecting noise and
parking requirements, among other things, and limitations on the borrowers'
rights to operate certain types of facilities within a prescribed radius. These
limitations could adversely affect the ability of the related borrower to lease
the mortgaged real property on favorable terms, thereby adversely affecting the
borrower's ability to fulfill its obligations under the related mortgage loan.
See "Description of the Mortgage Pool--Additional Loan and Property
Information--Zoning and Building Code Compliance" in this prospectus supplement
and "Risk Factors--Changes in Zoning Laws May Adversely Affect the Use or Value
of a Real Property" in the accompanying base prospectus.

A BORROWER'S OTHER LOANS MAY REDUCE THE CASH FLOW AVAILABLE TO THE MORTGAGED
REAL PROPERTY WHICH MAY ADVERSELY AFFECT PAYMENT ON YOUR CERTIFICATES; MEZZANINE
FINANCING REDUCES A PRINCIPAL'S EQUITY IN, AND THEREFORE ITS INCENTIVE TO
SUPPORT, A MORTGAGED REAL PROPERTY

      Ten (10) mortgage loans, which represent approximately 6.8% of the initial
mortgage pool balance, approximately 8.1% of the initial loan group 1 balance
and approximately 2.2% of the initial loan group 2 balance, are each,
individually or together with one or more other loans that will not be included
in the assets of the issuing entity, senior loans in multiple loan structures
that we refer to as loan combinations. The other loans will not be included in
the trust but are secured in each case by the same mortgage instrument on the
same mortgaged real


                                      S-63



property that secures the related trust mortgage loan. See "Description of the
Mortgage Pool--The Loan Combinations" and "Description of the Mortgage
Pool--Additional Loan and Property Information--Additional and Other Financing"
in this prospectus supplement.

      In the case of four (4) mortgage loans (loan numbers 13, 33, 43 and 182)
representing approximately 2.5% of the initial mortgage pool balance (three (3)
mortgage loans in loan group 1, representing approximately 2.5% of the initial
loan group 1 balance, and one (1) mortgage loan in loan group 2, representing
approximately 2.4% of the initial loan group 2 balance), the related borrower
has incurred or is permitted to incur in the future additional debt that is
secured by the related mortgaged real property as identified under "Description
of the Mortgage Pool--Additional Loan and Property Information--Additional and
Other Financing" in this prospectus supplement.

      Except as indicated above, the mortgage loans do not permit the related
borrowers to enter into additional subordinate or other financing that is
secured by their mortgaged real properties without the lender's consent.

      In the case of forty-three (43) of the mortgage loans, representing
approximately 17.3% of the initial mortgage pool balance (thirty-three (33)
mortgage loans in loan group 1, representing approximately 15.4% of the initial
loan group 1 balance, and ten (10) mortgage loans in loan group 2, representing
approximately 23.9% of the initial loan group 2 balance), as identified under
"Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this prospectus supplement,
direct and indirect equity owners of the related borrower have pledged, or are
permitted in the future to pledge, their respective equity interests to secure
financing generally referred to as mezzanine debt. Holders of mezzanine debt may
have the right to purchase the related borrower's mortgage loan from the issuing
entity if certain defaults on the mortgage loan occur and, in some cases, may
have the right to cure certain defaults occurring on the related mortgage loan.

      Under certain of the mortgage loans, the borrower has incurred or is
permitted to incur additional financing that is not secured by the mortgaged
real property. In addition, borrowers that have not agreed to certain special
purpose covenants in the related loan documents are not generally prohibited
from incurring additional debt. Such additional debt may be secured by other
property owned by those borrowers. Also, certain of these borrowers may have
already incurred additional debt. In addition, the owners of such borrowers
generally are not prohibited from incurring mezzanine debt secured by pledges of
their equity interests in those borrowers.

      The mortgage loans generally do not prohibit the related borrower from
incurring other obligations in the ordinary course of business relating to the
mortgaged real property, including, but not limited to, trade payables, or from
incurring indebtedness secured by equipment or other personal property located
at or used in connection with the operation of the mortgaged real property.

      We make no representation with respect to the mortgage loans as to whether
any other subordinate financing currently encumbers any mortgaged real property,
whether any borrower has incurred material unsecured debt or whether a third
party holds debt secured by a pledge of an equity interest in a related
borrower.

      Debt that is incurred by an equity owner of a borrower and is the subject
of a guaranty of such borrower or is secured by a pledge of the equity ownership
interests in such borrower effectively reduces the equity owners' economic stake
in the related mortgaged real property. While the mezzanine lender has no
security interest in or rights to the related mortgaged real property, a default
under the mezzanine loan could cause a change in control of the related
borrower. The existence of such debt may reduce cash flow on the related
borrower's mortgaged real property after the payment of debt service and may
increase the likelihood that the owner of a borrower will permit the value or
income producing potential of a mortgaged real property to suffer by not making
capital infusions to support the mortgaged real property.

      When a mortgage loan borrower, or its constituent members, also has one or
more other outstanding loans, even if the loans are subordinated or are
mezzanine loans not directly secured by the mortgaged real property, the issuing
entity is subjected to additional risks. For example, the borrower may have
difficulty servicing and repaying multiple loans. Also, the existence of another
loan generally will make it more difficult for the borrower to obtain
refinancing of the mortgage loan or sell the related mortgaged real property and
may thus jeopardize the borrower's ability to make any balloon payment due under
the mortgage loan at maturity or to repay the mortgage loan on its anticipated
repayment date. Moreover, the need to service additional debt may reduce the
cash flow available to the borrower to operate and maintain the mortgaged real
property. If the mortgaged real property depreciates for


                                      S-64



whatever reason, the related borrower's equity is more likely to be wiped out,
thereby eliminating the related borrower's incentive to continue making payments
on its mortgage loan.

      Additionally, if the borrower, or its constituent members, are obligated
to another lender, actions taken by other lenders or the borrower could impair
the security available to the issuing entity. If a junior lender files an
involuntary bankruptcy petition against the borrower, or the borrower files a
voluntary bankruptcy petition to stay enforcement by a junior lender, the
issuing entity's ability to foreclose on the mortgaged real property will be
automatically stayed, and principal and interest payments might not be made
during the course of the bankruptcy case. The bankruptcy of a junior lender also
may operate to stay foreclosure by the issuing entity. Further, if another loan
secured by the mortgaged real property is in default, the other lender may
foreclose on the mortgaged real property, absent an agreement to the contrary,
thereby causing a delay in payments and/or an involuntary repayment of the
mortgage loan prior to maturity. The issuing entity may also be subject to the
costs and administrative burdens of involvement in foreclosure proceedings or
related litigation.

      In addition, in the case of those mortgage loans which require or allow
letters of credit to be posted by the related borrower as additional security
for the mortgage loan, in lieu of reserves or otherwise, the related borrower
may be obligated to pay fees and expenses associated with the letter of credit
and/or to reimburse the letter of credit issuer or others in the event of a draw
upon the letter of credit by the lender.

      See "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this prospectus supplement for a
discussion of additional debt with respect to the mortgaged real properties and
the borrowers. See also "Risk Factors--Additional Secured Debt Increases the
Likelihood That a Borrower Will Default on a Mortgage Loan Underlying Your
Offered Certificates" in the accompanying base prospectus.

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES

      A borrower may be required to incur costs to comply with various existing
and future federal, state or local laws and regulations applicable to the
related mortgaged real property securing a mortgage loan. Examples of these laws
and regulations include zoning laws and the Americans with Disabilities Act of
1990, which requires all public accommodations to meet certain federal
requirements related to access and use by disabled persons. For example, not all
of the mortgaged real properties securing the mortgage loans comply with the
Americans with Disabilities Act of 1990. See "Risk Factors--Compliance with the
Americans with Disabilities Act of 1990 May Be Expensive" and "Legal Aspects of
Mortgage Loans--Americans with Disabilities Act" in the accompanying base
prospectus. The expenditure of such costs or the imposition of injunctive
relief, penalties or fines in connection with the borrower's noncompliance could
negatively impact the borrower's cash flow and, consequently, its ability to pay
its mortgage loan.

      In addition, under the Federal Fair Housing Act, analogous statutes in
some states and regulations and guidelines issued pursuant to those laws, any
and all otherwise-available units in a multifamily apartment building must be
made available to any disabled person who meets the financial criteria generally
applied by the landlord, including implementing alterations and accommodations
in certain circumstances. The costs of this compliance may be high and the
penalties for noncompliance may be severe. Thus, these fair housing statutes,
regulations and guidelines present a risk of increased operating costs to the
borrowers under the mortgage loans secured by multifamily apartment buildings,
which may reduce (perhaps significantly) amounts available for payment on the
related mortgage loan.

MULTIPLE MORTGAGED REAL PROPERTIES ARE OWNED BY THE SAME BORROWER OR AFFILIATED
BORROWERS OR ARE OCCUPIED, IN WHOLE OR IN PART, BY THE SAME TENANT OR AFFILIATED
TENANTS

      Thirty-one (31) separate groups of mortgage loans, representing
approximately 22.6% of the initial mortgage pool balance, are loans made to
borrowers that, in the case of each of those groups, are the same or under
common control. Mortgaged real properties owned by affiliated borrowers are
likely to:

      o     have common management, increasing the risk that financial or other
            difficulties experienced by the property manager could have a
            greater impact on the pool of mortgage loans; and


                                      S-65



      o     have common general partners or managing members, which could
            increase the risk that a financial failure or bankruptcy filing
            would have a greater impact on the pool of mortgage loans.

      See "Description of the Mortgage Pool--Cross-Collateralized and
Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans
with Affiliated Borrowers" in this prospectus supplement.

      In addition, there may be tenants which lease space at more than one
mortgaged real property securing mortgage loans. There may also be tenants that
are related to or affiliated with a borrower. See Annex A-1 to this prospectus
supplement for a list of the three most significant tenants at each of the
mortgaged real properties used for retail, office and industrial purposes.

      The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged real properties could have an adverse effect
on all of those properties and on the ability of those properties to produce
sufficient cash flow to make required payments on the related mortgage loans.
See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance," "--Borrower Concentration Within a
Trust Exposes Investors to Greater Risk of Default and Loss" and "--Borrower
Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan
Underlying Your Offered Certificates" in the accompanying base prospectus.

THE MORTGAGE LOANS HAVE NOT BEEN REUNDERWRITTEN BY US

      We have not reunderwritten the mortgage loans. Instead, we have relied on
the representations and warranties made by the mortgage loan sellers, and the
mortgage loan sellers' respective obligations to repurchase, cure or substitute
a mortgage loan in the event that a representation or warranty was not true when
made and such breach materially and adversely affects the value of the mortgage
loan or the interests of the certificateholders. These representations and
warranties do not cover all of the matters that we would review in underwriting
a mortgage loan and you should not view them as a substitute for reunderwriting
the mortgage loans. If we had reunderwritten the mortgage loans, it is possible
that the reunderwriting process may have revealed problems with a mortgage loan
not covered by representations or warranties given by the mortgage loan sellers.
In addition, we cannot assure you that the mortgage loan sellers will be able to
repurchase or substitute a mortgage loan if a representation or warranty has
been breached. See "Description of the Mortgage Pool--Representations and
Warranties" and "--Repurchases and Substitutions" in this prospectus supplement.

ASSUMPTIONS MADE IN DETERMINING UNDERWRITTEN NET CASH FLOW MAY PROVE TO BE
INAPPROPRIATE

      As described under "Glossary" in this prospectus supplement, underwritten
net cash flow means cash flow as adjusted based on a number of assumptions used
by the mortgage loan sellers. No representation is made that the underwritten
net cash flow set forth in this prospectus supplement as of the cut-off date or
any other date is predictive of future net cash flows. In certain cases,
co-tenancy provisions were assumed to be satisfied and vacant space was assumed
to be occupied and space that was due to expire was assumed to have been re-let,
in each case at market rates that may have exceeded current rent. Each
originator of commercial mortgage loans has its own underwriting criteria and no
assurance can be given that adjustments or calculations made by one originator
would be made by other lenders. Each investor should review the assumptions
discussed in this prospectus supplement and make its own determination of the
appropriate assumptions to be used in determining underwritten net cash flow.

      In addition, net cash flow reflects calculations and assumptions used by
the mortgage loan sellers and should not be used as a substitute for, and may
vary (perhaps substantially) from, cash flow as determined in accordance with
GAAP as a measure of the results of a mortgaged real property's operation or for
cash flow from operating activities determined in accordance with GAAP as a
measure of liquidity.

      The debt service coverage ratios set forth in this prospectus supplement
for the mortgage loans and the mortgaged properties vary, and may vary
substantially, from the debt service coverage ratios for the mortgage loans and
the mortgaged properties as calculated pursuant to the definition of such ratios
as set forth in the related mortgage loan documents. See the footnotes to Annex
A-1 to this prospectus supplement. Also see "Glossary" for a discussion of the
assumptions used in determining net cash flow. The underwriters express no
opinion as to the


                                      S-66



accuracy of the determination of, or the appropriateness or reasonableness of
the assumptions used in determining, net cash flow.

SOME MORTGAGED REAL PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE
USES

      Some of the mortgaged real properties securing the mortgage loans may not
be readily convertible to alternative uses if those properties were to become
unprofitable for any reason. For example, any vacant theater space would not
easily be converted to other uses due to the unique construction requirements of
theaters. Converting commercial properties to alternate uses generally requires
substantial capital expenditures. The liquidation value of any such mortgaged
real property consequently may be substantially less than would be the case if
the property were readily adaptable to other uses. See "--Retail Properties are
Subject to Unique Risks Which May Reduce Payments on Your Certificates,"
"--Industrial Facilities are Subject to Unique Risks Which May Reduce Payments
on Your Certificates," "--Self Storage Facilities are Subject to Unique Risks
Which May Reduce Payments on Your Certificates" and "--Manufactured Housing
Community Properties, Mobile Home Parks and Recreational Vehicle Parks are
Subject to Unique Risks Which May Reduce Payments on Your Certificates" above.

LENDING ON INCOME-PRODUCING REAL PROPERTIES ENTAILS ENVIRONMENTAL RISKS

      The issuing entity could become liable for a material adverse
environmental condition at one of the mortgaged real properties securing the
mortgage loans. Any potential environmental liability could reduce or delay
payments on the offered certificates.

      If an adverse environmental condition exists with respect to a mortgaged
real property securing a mortgage loan, the issuing entity will be subject to
certain risks including the following:

      o     a reduction in the value of such mortgaged real property which may
            make it impractical or imprudent to foreclose against such mortgaged
            real property;

      o     the potential that the related borrower may default on the related
            mortgage loan due to such borrower's inability to pay high
            remediation costs or difficulty in bringing its operations into
            compliance with environmental laws;

      o     liability for clean-up costs or other remedial actions, which could
            exceed the value of such mortgaged real property or the unpaid
            balance of the related mortgage loan; and

      o     the inability to sell the related mortgage loan in the secondary
            market or to lease such mortgaged real property to potential
            tenants.

      A third-party consultant conducted an environmental site assessment, or
updated a previously conducted assessment (which update may have been pursuant
to a database update), with respect to all of the mortgaged real properties for
the mortgage loans. Generally, if any assessment or update revealed a material
adverse environmental condition or circumstance at any mortgaged real property
and the consultant recommended action, then, depending on the nature of the
condition or circumstance, one of the actions identified in this prospectus
supplement under "Description of the Mortgage Pool--Assessments of Property
Condition--Environmental Assessments" was taken. See "Description of the
Mortgage Pool--Assessments of Property Condition--Environmental Assessments" for
further information regarding these environmental site assessments and the
resulting environmental reports, including information regarding the periods
during which these environmental reports were prepared.

      In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold and/or radon. Where these
substances were present, the environmental consultant generally recommended, and
the related loan documents generally require, the establishment of an operation
and maintenance plan to address the issue or, in some cases involving
asbestos-containing materials, lead-based paint, mold and/or radon, an abatement
or removal program.

      We cannot assure you that the environmental assessments identified all
environmental conditions and risks, that the related borrowers will implement
all recommended operations and maintenance plans, that such plans will
adequately remediate the environmental condition, or that any environmental
indemnity, insurance or escrow will


                                      S-67



fully cover all potential environmental issues. In addition, the environmental
condition of the mortgaged real properties could be adversely affected by
tenants or by the condition of land or operations in the vicinity of the
properties, such as underground storage tanks.

      With respect to the mortgage loan identified on Annex A-1 to this
prospectus supplement as Georgia-Alabama Retail Portfolio, which is secured by
62 gas station/convenience store properties, which represent security for
approximately 1.2% of the initial mortgage pool balance and approximately 1.5%
of the loan group 1 balance, although all of the mortgaged properties conform in
all material respects to the 1988 Environmental Protection Agency standards for
the design, construction and operation of underground storage tanks that hold
petroleum, 13 of the mortgaged properties have documented releases of petroleum
or petroleum products which are the subject of ongoing investigations,
remediation or post-remediation monitoring activities. Of these sites, (i) two
of the mortgaged properties have an investment grade responsible party, (ii)
four of the mortgaged properties have remediation activities which are being
supervised by the state and the contractor bills the Georgia Underground Storage
Tank ("GUST") trust fund directly for remediation costs, (iii) one of the
mortgaged properties has a non-investment grade responsible party (but is also
being reimbursed by the GUST trust fund), (iv) one of the mortgaged properties
has either not yet commenced or has suspended remediation activities due to the
responsible party being in bankruptcy, (v) three of the mortgaged properties
have completed remediation and a request for a no further action letter is
pending and (vi) two of the mortgaged properties have been designated or a
contractor has requested that they be designated as monitoring-only. The
environmental consultant estimated that the reasonably likely cost of
investigation and remediation or monitoring of the sites over the next five
years would be approximately $602,400. There can be no assurance that other
properties in the portfolio will not have releases or that the 13 properties
described above or other properties will not experience additional expenses
related to environmental conditions that may arise at the related mortgaged
property. At loan closing, the borrower obtained a five-year pollution legal
liability ("PLL") policy from Zurich with a $5 million per claim and $10 million
aggregate limit, with a self-insured retention of $1,100,000 for petroleum
related releases and $500,000 for non-petroleum releases. At loan closing,
Countrywide Commercial Real Estate Finance, Inc. reserved $224,090 for the
payment of renewal premiums. The reserve funds may only be used to pay the
renewal premium and are not collateral for the Georgia-Alabama Retail Portfolio
Loan in the event of a default. The reserve funds are to be returned to
Countrywide Commercial Real Estate Finance, Inc. (i) at the time the lender is
given notice that the PLL policy will not be renewed or has been cancelled or
(ii) on the maturity date. The PLL policy covers (i) the costs of remediation
and potential legal liability as a result of historical contamination and (ii)
costs for future releases in excess of coverage under a UST Policy (described
below). In addition to the PLL policy, the borrower also obtained a tank policy
("UST Policy") that covers future petroleum releases from the underground
storage tanks, including the petroleum related release deductible under the PLL
policy, subject to a $5,000 deductible. The UST Policy renews annually and the
related premium is included in the price paid for petroleum products to an
affiliate of the borrower by the operator at each Georgia-Alabama Retail
Portfolio property.

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

LENDING ON INCOME-PRODUCING PROPERTIES ENTAILS RISKS RELATED TO PROPERTY
CONDITION

      Licensed engineers inspected all of the mortgaged real properties that
secure the mortgage loans, in connection with the originating of such mortgage
loans to assess--

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

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

      The resulting reports may have indicated deferred maintenance items and/or
recommended capital improvements on the mortgaged real properties. We, however,
cannot assure you that all conditions requiring repair or replacement were
identified. No additional property inspections were conducted in connection with
the issuance of the offered certificates. See "Description of the Mortgage
Pool--Assessments of Property Condition--Engineering Assessments" for
information regarding these engineering inspections and the resulting
engineering


                                      S-68



reports, including the periods during which these engineering reports were
prepared. Generally, with respect to many of the mortgaged real properties for
which recommended repairs, corrections or replacements were deemed material, the
related borrowers were required to deposit with the lender an amount ranging
from 100% to 125% of the licensed engineer's estimated cost of the recommended
repairs, corrections or replacements to assure their completion. See "Risk
Factors--Risks Related to the Mortgage Loans--Reserves to Fund Capital
Expenditures May Be Insufficient and This May Adversely Affect Payments on Your
Certificates" in this prospectus supplement.

INSPECTIONS AND APPRAISALS PERFORMED ON MORTGAGED REAL PROPERTIES MAY NOT
ACCURATELY REFLECT VALUE OR CONDITION OF MORTGAGED REAL PROPERTIES

      Any appraisal performed with respect to a mortgaged real property
represents only the analysis and opinion of a qualified expert and is not a
guarantee of present or future value. One appraiser may reach a different
conclusion than the conclusion that would be reached if a different appraiser
were appraising that property. Moreover, appraisals seek to establish the amount
a typically motivated buyer would pay a typically motivated seller and, in
certain cases, may have taken into consideration the purchase price paid by the
borrower. That amount could be significantly higher than the amount obtained
from the sale of a mortgaged real property under a distress or liquidation sale.
We cannot assure you that the information set forth in this prospectus
supplement regarding appraised values or loan-to-value ratios accurately
reflects past, present or future market values of the mortgaged real properties.
See "Description of the Mortgage Pool--Assessments of Property
Condition--Appraisals" in this prospectus supplement for a description of the
appraisals that were performed with respect to the mortgaged real properties.
Any engineering reports or site inspections obtained with respect to a mortgaged
real property represents only the analysis of the individual engineers or site
inspectors preparing such reports at the time of such report, and may not reveal
all necessary or desirable repairs, maintenance or capital improvement items.
See "Description of the Mortgage Pool--Assessments of Property
Condition--Property Inspections" and "--Engineering Assessments" in this
prospectus supplement for a description of the engineering assessments and site
inspections that were performed with respect to the mortgaged real properties.

LIMITATIONS ON ENFORCEABILITY OF CROSS-COLLATERALIZATION AND MULTI-BORROWER
ARRANGEMENTS; MULTI-PROPERTY MORTGAGE LOANS

      The mortgage pool will include twenty (20) mortgage loans, representing
approximately 7.7% of the initial mortgage pool balance (fifteen (15) mortgage
loans in loan group 1, representing approximately 7.1% of the initial loan group
1 balance, and five (5) mortgage loans in loan group 2, representing
approximately 9.8% of the initial loan group 2 balance), that may involve
multiple borrowers (or in some cases, a single borrower owning multiple
properties) and are, in each case, individually or through
cross-collateralization with other mortgage loans, secured by two or more real
properties and, in the case of cross-collateralized mortgage loans, are
cross-defaulted with the mortgage loans with which they are
cross-collateralized. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans. These mortgage loans are identified in the
tables contained in Annex A-1. The purpose of securing any particular mortgage
loan or group of cross-collateralized mortgage loans with multiple real
properties or multiple properties within a single mortgaged real property is to
reduce the risk of default or ultimate loss as a result of an inability of any
particular property to generate sufficient net operating income to pay debt
service. However, certain of these mortgage loans, as described under
"Description of the Mortgage Pool--Cross-Collateralized and Cross-Defaulted
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliate
Borrowers" in this prospectus supplement, entitle the related borrower(s) to
obtain a release of one or more of the corresponding mortgaged real properties
and/or a termination of any applicable cross-collateralization, subject, in each
case, to the fulfillment of one or more specified conditions.

      Seven (7) of the mortgage loans referred to in the preceding paragraph,
representing approximately 3.7% of the initial mortgage pool balance (six (6)
mortgage loans, in loan group 1 representing approximately 3.4% of the initial
loan group 1 balance and one (1) mortgage loan in loan group 2 representing
approximately 4.8% of the initial loan group 2 balance), are secured by deeds of
trust or mortgages, as applicable, on multiple properties or parcels


                                      S-69



that, through cross-collateralization arrangements or otherwise, secure the
obligations of multiple borrowers. Such multi-borrower arrangements could be
challenged as fraudulent conveyances by creditors of any of the related
borrowers or by the representative of the bankruptcy estate of any related
borrower if one or more of such borrowers becomes a debtor in a bankruptcy case.
Generally, under federal and most state fraudulent conveyance statutes, a lien
granted by any such borrower could be voided if a court determines that:

      o     such borrower was insolvent at the time of granting the lien, was
            rendered insolvent by the granting of the lien, was left with
            inadequate capital or was not able to pay its debts as they matured;
            and

      o     the borrower did not, when it allowed its mortgaged real property to
            be encumbered by the liens securing the indebtedness represented by
            the other cross-collateralized loans, receive "fair consideration"
            or "reasonably equivalent value" for pledging such mortgaged real
            property for the equal benefit of the other related borrowers.

      We cannot assure you that a lien granted by a borrower on a
cross-collateralized loan to secure the mortgage loan of another borrower, or
any payment thereon, would not be avoided as a fraudulent conveyance. See
"Description of the Mortgage Pool--Cross-Collateralized and Cross-Defaulted
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" in this prospectus supplement and Annex A-1 to this prospectus
supplement for more information regarding the cross-collateralized mortgage
loans. No mortgage loan is cross-collateralized with a mortgage loan not
included in the assets of the issuing entity.

      Seven (7) mortgage loans, representing approximately 3.6% of the initial
mortgage pool balance and approximately 4.6% of the initial loan group 1
balance, are, in each case, secured by real properties located in two or more
states. Foreclosure actions are brought in state court and the courts of one
state cannot exercise jurisdiction over property in another state. Upon a
default under any of these mortgage loans, it may not be possible to foreclose
on the related mortgaged real properties simultaneously.

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS AND/OR HINDER RECOVERY

      The borrowers under eighteen (18) mortgage loans, representing in the
aggregate approximately 3.5% of the initial mortgage pool balance (twelve (12)
mortgage loans in loan group 1, representing 3.2% of the initial loan group 1
balance, and six (6) mortgage loans in loan group 2, representing 4.5% of the
initial loan group 2 balance), are either individuals or are not structured to
diminish the likelihood of their becoming bankrupt and some of the other
borrowers so structured may not satisfy all the characteristics of special
purpose entities. Further, some of the borrowing entities (including, but not
limited to, those described above) may have been in existence and conducting
business prior to the origination of the related mortgage loan, may own other
property that is not part of the collateral for the mortgage loans and, further,
may not have always satisfied all the characteristics of special purpose
entities even if they currently do so. The related mortgage documents and/or
organizational documents of such borrowers may not contain the representations,
warranties and covenants customarily made by a borrower that is a special
purpose entity (such as limitations on indebtedness and affiliate transactions
and restrictions on the borrower's ability to dissolve, liquidate, consolidate,
merge, sell all of its assets, or amend its organizational documents). These
provisions are designed to mitigate the possibility that the borrower's
financial condition would be adversely impacted by factors unrelated to the
related mortgaged real property and the related mortgage loan.

      Borrowers not structured as bankruptcy-remote entities may be more likely
to become insolvent or the subject of a voluntary or involuntary bankruptcy
proceeding because such borrowers may be:

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

      o     individuals that have personal liabilities unrelated to the
            property.


                                      S-70



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

      With respect to those borrowers that are structured as special purposes
entities, although the terms of the borrower's organizational documents and/or
related loan documents require that the related borrower covenants to be a
special purpose entity, in some cases those borrowers are not required to
observe all covenants and conditions which typically are required in order for
such an entity to be viewed under the standard rating agency criteria as a
special purpose entity. For example, in many cases, the entity that is the
related borrower does not have an independent director.

      Furthermore, with respect to any related borrowers, creditors of a common
parent in bankruptcy may seek to consolidate the assets of such borrowers with
those of the parent. Consolidation of the assets of such borrowers would likely
have an adverse effect on the funds available to make distributions on your
certificates, and may lead to a downgrade, withdrawal or qualification of the
ratings of your certificates. See "Legal Aspects of Mortgage Loans--Bankruptcy
Laws" in the accompanying base prospectus.

RISKS RELATED TO REDEVELOPMENT AND RENOVATION AT THE MORTGAGED REAL PROPERTIES

      Certain of the mortgaged real properties are properties which are
currently undergoing or are expected to undergo redevelopment or renovation in
the future. There can be no assurance that current or planned redevelopment or
renovation will be completed, that such redevelopment or renovation 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 related borrower to repay
the related mortgage loan.

      In the event the related borrower fails to pay the costs of work completed
or material delivered in connection with such ongoing redevelopment or
renovation, the portion of the mortgaged real 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.

TENANCIES IN COMMON MAY HINDER RECOVERY

      Thirty (30) of the mortgage loans, representing approximately 14.3% of the
initial mortgage pool balance (twenty-seven (27) mortgage loans in loan group 1,
representing approximately 16.7% of the initial loan group 1 balance, and three
(3) mortgage loans in loan group 2, representing approximately 5.6% of the
initial loan group 2 balance), have borrowers that own the related mortgaged
real properties as tenants-in-common. In addition, some of the mortgage loans
may permit the related borrower to convert into a tenant-in-common structure in
the future. Generally, in tenant-in-common ownership structures, each
tenant-in-common owns an undivided share in the subject real property. If a
tenant-in-common desires to sell its interest in the subject real property and
is unable to find a buyer or otherwise desires to force a partition, the
tenant-in-common has the ability to request that a court order a sale of the
subject real property and distribute the proceeds to each tenant-in-common owner
proportionally. To reduce the likelihood of a partition action, except as
discussed in the paragraph below, each tenant-in-common borrower under the
mortgage loan(s) referred to above (other than with respect to one (1) of the
mortgage loans (loan number 88, representing approximately 0.3% of the initial
mortgage pool balance and approximately 0.4% of the initial loan group 1
balance)) has waived its partition right. However, there can be no assurance
that, if challenged, this waiver would be enforceable or that it would be
enforced in a bankruptcy proceeding.

      The enforcement of remedies against tenant-in-common borrowers may be
prolonged because each time a tenant-in-common borrower files for bankruptcy,
the bankruptcy court stay is reinstated. While a lender may seek to mitigate
this risk after the commencement of the first bankruptcy of a tenant-in-common
by commencing an involuntary proceeding against the other tenant-in-common
borrowers and moving to consolidate all those cases, there can be no assurance
that a bankruptcy court would consolidate those separate cases. Additionally,
tenant-in-


                                      S-71



common borrowers may be permitted to transfer portions of their interests in the
subject mortgaged real property to numerous additional tenant-in-common
borrowers.

      The bankruptcy, dissolution or action for partition by one or more of the
tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable upon the related mortgage loan. Not all tenants-in-common for
these mortgage loans may be special purpose entities and some of those
tenants-in-common may be individuals.

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS

      Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged 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
real property is less than the principal balance of the mortgage loan it
secures, the court may prevent a lender from foreclosing on the mortgaged real
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 real property, which 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: (1) grant a debtor a reasonable time to cure a payment default
on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3)
change the rate of interest due on a mortgage loan; or (4) 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 special servicer on
behalf of the issuing entity may be subordinated to financing obtained by a
debtor-in-possession subsequent to its bankruptcy. Under federal bankruptcy law,
the lender will be stayed from enforcing a borrower's assignment of rents and
leases. Federal bankruptcy law also may interfere with the master servicers' or
special servicer'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 real property or for other court authorized expenses.

      Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. In its decision in In re 203
North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10,
2000), the United States Bankruptcy Court for the Northern District of Illinois
refused to enforce a provision of a subordination agreement that allowed a first
mortgagee to vote a second mortgagee's claim with respect to a Chapter 11
reorganization plan on the grounds that pre-bankruptcy contracts cannot override
rights expressly provided by the Bankruptcy Code. This holding, which one court
has already followed, potentially limits the ability of a senior lender to
accept or reject a reorganization plan or to control the enforcement of remedies
against a common borrower over a subordinated lender's objections.

      As a result of the foregoing, the special servicer's recovery on behalf of
the issuing entity 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.

LITIGATION OR OTHER LEGAL PROCEEDINGS MAY HAVE ADVERSE EFFECTS ON BORROWERS

      From time to time, there may be legal proceedings pending or threatened
against the borrowers, sponsors, managers of the mortgaged real properties and
their affiliates relating to the business of, or arising outside of the ordinary
course of business of, the borrowers, sponsors, managers of the mortgaged real
properties and their affiliates, and certain of the borrowers, sponsors,
managers of the mortgaged real properties and their affiliates are subject to
legal proceedings relating to the business of, or arising outside of the
ordinary course of business of, the borrowers, sponsors, managers of the
mortgaged real properties or their affiliates. It is possible that such legal


                                      S-72



proceedings may have a material adverse effect on any borrower's ability to meet
its obligations under the related mortgage loan and, therefore, on distributions
on your certificates.

      From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged real properties securing the mortgage
loans. The proceeds payable in connection with a total condemnation may not be
sufficient to restore the related mortgaged real property or to satisfy the
remaining indebtedness of the related mortgage loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of, or
income generation from, the affected mortgaged real property. Therefore, we
cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your certificates.

      In the case of one of the mortgage loans (loan number 1) secured by the
mortgaged real property identified on Annex A-1 as One Pacific Plaza
representing approximately 3.8% of the initial mortgage pool balance and
approximately 4.8% of the initial loan group 1 balance, the related borrower is
required to join in a lawsuit filed against the prior owner of the mortgaged
real property by a tenant at such mortgaged real property. Negotiations have
been initiated regarding settling such lawsuit. The borrower has deposited
approximately $200,000 into a reserve account to cover the cost and liabilities
in connection with such litigation. There can be no assurance that the foregoing
will not have a negative effect on the related mortgaged real property or the
mortgage loan.

      In the case of the mortgage loans (loan numbers 16, 17 and 18) secured by
the mortgaged real properties identified on Annex A-1 as Oak Hollow Apartments,
Meadow Creek Apartments and Briar Creek Apartments, respectively, representing
in the aggregate approximately 1.0% of the initial mortgage pool balance and
approximately 4.5% of the initial loan group 2 balance, in connection with a
lawsuit filed against the prior owner of one of the mortgaged real properties
seeking reimbursement for property taxes paid with respect to such mortgaged
real property, the prior owner has filed a claim against the borrower seeking
indemnification from the borrower in an amount less than $500,000 for losses in
connection therewith. The borrower has deposited approximately $580,000 into a
reserve account to cover costs and liabilities in connection with such
litigation. There can be no assurance that the foregoing will not have a
negative effect on the mortgaged real properties or the mortgage loans.

      In the case of one mortgage loan (loan number 31) secured by the mortgaged
real property identified on Annex A-1 as Village Commons-Corinthian College,
representing approximately 0.6% of the initial mortgage pool and approximately
2.9% of the initial loan group 2 balance, one of the mortgage loan sponsors and
its wholly owned broker-dealer subsidiary are currently subject to a Securities
and Exchange Commission ("SEC") investigation that commenced in March, 2004. The
investigation involves payments made to third-party broker dealers by the
mortgage loan sponsor. Although the SEC has not initiated any regulatory action
yet, the mortgage loan sponsor expects that the SEC may pursue an action in the
future. The SEC could require the mortgage loan sponsor to make an offer of
rescission to the affected shareholders, impose administrative penalties or
fines, disgorge commissions and profits, or require different or additional
penalties and relief. There can be no assurance that the foregoing will not have
a negative effect on the mortgaged real property or the mortgage loan.

      In the case of one mortgage loan (loan number 256) secured by the
mortgaged real property identified on Annex A-1 as UCLA Medical Office,
representing approximately 0.1% of the initial mortgage pool and approximately
0.1% of the initial loan group 1 balance, the borrower is subject to a lawsuit
involving the transfer of the mortgaged real property. The plaintiff owned a
minority interest in the entity that previously owned the mortgaged real
property and disputes the dissolution of that entity. The plaintiff has recorded
a document evidencing a claim to the mortgaged real property. An interest in the
mortgaged real property could be awarded to the plaintiff. The title company,
however, has insured over the recorded claim because it believes no reversion of
title will occur. The guarantor for the mortgage loan has also provided a cash
bond and an indemnity to the title company. There can be no assurance that the
foregoing will not have a negative effect on the mortgaged real property or the
mortgage loan.

PRIOR BANKRUPTCIES OR OTHER PROCEEDINGS MAY BE RELEVANT TO FUTURE PERFORMANCE

      Certain borrowers, principals of borrowers and affiliates thereof have
been a party to bankruptcy proceedings, foreclosure proceedings or deed-in-lieu
of foreclosure transactions, or other material proceedings, in the past.
Additionally, there can be no assurance that certain other borrowers, or any
principals of borrowers or affiliates thereof, have not been a party to
bankruptcy proceedings, foreclosure proceedings or deed-in-lieu of


                                      S-73



foreclosure transactions, or other material proceedings, in the past or that
certain principals or their affiliates have not been equity owners in other
mortgaged real properties that have been subject to foreclosure proceedings. In
addition, there may be pending or threatened foreclosure proceedings or other
material proceedings of the borrowers, the borrower principals and the managers
of the mortgaged real properties or their affiliates securing the pooled
mortgage loans and/or their respective affiliates.

      If a borrower or a principal of a borrower or affiliate has been a party
to such a proceeding or transaction in the past, we cannot also assure you that
the borrower or principal will not be more likely than other borrowers or
principals to avail itself or cause a borrower to avail itself of its legal
rights, under the Bankruptcy Code or otherwise, in the event of an action or
threatened action by the mortgagee or its servicer to enforce the related
mortgage loan documents, or otherwise conduct its operations in a manner that is
in the best interests of the lender and/or the mortgaged real property. We
cannot assure you that any foreclosure proceedings or other material proceedings
will not have a material adverse effect on your investment.

      Certain of the mortgage loans detailed below have sponsors that have filed
for bankruptcy protection in the last ten years. In each case, the related
entity or person has emerged from bankruptcy. With respect to one mortgage loan
(identified as loan number 66 on Annex A-1 to this prospectus supplement),
representing 0.4% of the initial mortgage pool balance and 0.5% of the initial
loan group 1 balance, an affiliate of the borrower filed for bankruptcy
protection in 2003 and emerged from bankruptcy protection in 2003. With respect
to one (1) mortgage loan (identified as loan number 261 on Annex A-1 to this
prospectus supplement), representing 0.1% of the initial mortgage pool balance
and 0.5% of the initial loan group 2 balance, the related sponsor filed for
bankruptcy protection in 1999 and emerged from bankruptcy protection in 2000.

      From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged real properties securing the mortgage
loans. The proceeds payable in connection with a total condemnation may not be
sufficient to restore the related mortgaged real property or to satisfy the
remaining indebtedness of the related mortgage loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of, or
income generation from, the affected mortgaged real property. Therefore, we
cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your certificates.

POOR PROPERTY MANAGEMENT WILL LOWER THE PERFORMANCE OF THE RELATED MORTGAGED
REAL PROPERTY

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

      o     responding to changes in the local market;

      o     planning and implementing the rental structure;

      o     operating the property and providing building services;

      o     managing operating expenses; and

      o     assuring that maintenance and capital improvements are carried out
            in a timely fashion.

      Properties deriving revenues primarily from short-term sources, such as
short-term or month-to-month leases or daily room rentals, are generally more
management intensive than properties leased to creditworthy tenants under
long-term leases. We make no representation or warranty as to the skills of any
present or future managers. In many cases, the property manager is the borrower
or an affiliate of the borrower and may not manage properties for
non-affiliates. Additionally, we cannot assure you that the property managers
will be in a financial condition to fulfill their management responsibilities
throughout the terms of their respective management agreements.


                                      S-74



MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR
SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN

      Each mortgage loan seller is the sole warranting party in respect of the
mortgage loans sold by such mortgage loan seller to us. Neither we nor any of
our affiliates (except, in certain circumstances, for Merrill Lynch Mortgage
Lending, Inc. in its capacity as a mortgage loan seller) are obligated to
repurchase or substitute any mortgage loan in connection with either a material
breach of any mortgage loan seller's representations and warranties or any
material document defects, if such mortgage loan seller defaults on its
obligation to do so. We cannot assure you that the mortgage loan sellers will
have the financial ability to effect such repurchases or substitutions. Any
mortgage loan that is not repurchased or substituted and that is not a
"qualified mortgage" for a REMIC may cause the issuing entity to fail to qualify
as one or more REMICs or cause the issuing entity to incur a tax. See
"Description of the Mortgage Pool--Assignment of the Mortgage Loans,"
"--Representations and Warranties" and "--Repurchases and Substitutions" in this
prospectus supplement and "Description of the Governing
Documents--Representations and Warranties with Respect to Mortgage Assets" in
the accompanying base prospectus.

ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO
FORECLOSE ON THE MORTGAGED REAL PROPERTY

      Some states (including California) have laws that prohibit more than one
judicial action to enforce a mortgage obligation, and some courts have construed
the term judicial action broadly. Accordingly, the special servicer is required
to obtain advice of counsel prior to enforcing any of the issuing entity's
rights under any of the mortgage loans that include mortgaged real properties
where this rule could be applicable. In the case of either a
cross-collateralized and cross-defaulted mortgage loan or a multi-property
mortgage loan which is secured by mortgaged real properties located in multiple
states, the special servicer may be required to foreclose first on properties
located in states where such "one action" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing on properties located in the states
where judicial foreclosure is the only permitted method of foreclosure. As a
result, the special servicer may incur delay and expense in foreclosing on
mortgaged real properties located in states affected by one action rules. See
"--Risks Related to Geographic Concentration" "--Certain State-Specific
Considerations" in this prospectus supplement. See also "Legal Aspects of
Mortgage Loans--Foreclosure--One Action and Security First Rules" in the
accompanying base prospectus.

LIMITED INFORMATION CAUSES UNCERTAINTY

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

TAX CONSIDERATIONS RELATED TO FORECLOSURE

      The special servicer, on behalf of the issuing entity, may acquire one or
more mortgaged real properties pursuant to a foreclosure or deed in lieu of
foreclosure. The issuing entity will be able to perform construction work on a
foreclosed real property only through an independent contractor (more than 90
days after acquisition), and then only if construction was at least 10% complete
at the time default on the related mortgage loan became imminent. Any net income
from the operation and management of any such property that is not qualifying
"rents from real property," within the meaning of section 856(d) of the Internal
Revenue Code of 1986, as amended, and 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 property involved, will subject the issuing entity to
federal (and possibly state or local) tax on such income at the highest marginal
corporate tax rate (currently 35%), thereby reducing net proceeds available for
distribution to certificateholders. The risk of taxation being imposed on income
derived from the operation of foreclosed property is particularly present in the
case of hotels and other property types that rely on business rather than rental
income. The pooling and servicing agreement permits the special servicer to
cause the issuing entity 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 another method of operating or net-leasing
the subject mortgaged real properties. In addition, if the issuing entity were
to acquire one or more mortgaged real properties pursuant to a foreclosure or


                                      S-75



deed in lieu of foreclosure, the issuing entity may in certain jurisdictions,
particularly in New York or California, be required to pay state or local
transfer or excise taxes upon liquidation of such properties. Such state or
local taxes may reduce net proceeds available for distribution to the
certificateholders. See "Federal Income Tax Consequences" in this prospectus
supplement and in the accompanying base prospectus.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO PROPERTY MANAGERS, THE BORROWERS
AND THE MORTGAGE LOAN SELLERS

      Property managers and borrowers may experience conflicts of interest in
the management and/or ownership of the mortgaged real properties securing the
mortgage loans because:

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

      o     the property managers also may manage and/or franchise additional
            properties, including properties that may compete with the mortgaged
            real properties; and

      o     affiliates of the property managers and/or the borrowers, or the
            property managers and/or the borrowers themselves, also may own
            other properties, including competing properties.

      Conflicts of interest may arise between the trust fund, on the one hand,
and the mortgage loan sellers and their affiliates that engage in the
acquisition, development, operation, financing and disposition of real estate,
on the other hand. Those conflicts may arise because a mortgage loan seller and
its affiliates intend to continue to actively acquire, develop, lease, finance
and dispose of real estate-related assets in the ordinary course of their
businesses. During the course of their business activities, the respective
mortgage loan sellers and their affiliates may acquire, sell or lease
properties, or finance loans secured by properties (or by ownership interests in
the related borrowers) which may include the mortgaged properties securing the
pooled mortgage loans or properties that are in the same markets as those
mortgaged real properties.

      Further, certain mortgage loans may have been refinancings of debt
previously held by a mortgage loan seller or an affiliate of one of the mortgage
loan sellers and/or the mortgage loan sellers or their affiliates may have or
have had equity investments in the borrowers or mortgaged real properties under
certain of the mortgage loans. Each of the mortgage loan sellers and its
affiliates have made and/or may make loans to, or equity investments in, or
otherwise have business relationships with, affiliates of borrowers under the
mortgage loans. For example, in the case of certain of the mortgage loans, the
holder of related mezzanine debt secured by a principal's interest in the
related borrower may be the related mortgage loan seller, which relationship
could represent a conflict of interest.

      In the circumstances described above, the interests of those mortgage loan
sellers and their affiliates may differ from, and compete with, the interest of
the trust fund. Decisions made with respect to those assets may adversely affect
the amount and timing of distributions on the certificates.

THE ABSENCE OF OR INADEQUACY OF INSURANCE COVERAGE ON THE PROPERTY MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES

      All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided by
allowing a tenant to self-insure). However, the mortgaged real properties that
secure the mortgage loans may suffer casualty losses due to risks that are not
covered by insurance or for which insurance coverage is not adequate or
available at commercially reasonable rates. In addition, some of those mortgaged
real properties are located in California, Florida, Texas and Louisiana and in
other coastal areas of certain states, which are areas that have historically
been at greater risk of acts of nature, including earthquakes, hurricanes and
floods. The mortgage loans generally do not require borrowers to maintain
earthquake, hurricane or flood insurance and we cannot assure you that borrowers
will attempt or be able to obtain adequate insurance against such risks.

      Moreover, if reconstruction or major repairs are required following a
casualty, changes in laws that have occurred since the time of original
construction may materially impair the borrower's ability to effect such
reconstruction or major repairs or may materially increase the cost thereof.


                                      S-76



      After the terrorist attacks of September 11, 2001, the cost of insurance
coverage for acts of terrorism increased and the availability of such insurance
decreased. In response to this situation, Congress enacted the Terrorism Risk
Insurance Act of 2002 (TRIA), which was amended and extended by the Terrorism
Risk Insurance Extension Act of 2005 (TRIA Extension Act), signed into law by
President Bush on December 22, 2005. The TRIA Extension Act requires that
qualifying insurers offer terrorism insurance coverage in all property and
casualty insurance policies on terms not materially different than terms
applicable to other losses. The federal government covers 90% (85% for acts of
terrorism occurring in 2007) of the losses from covered certified acts of
terrorism on commercial risks in the United States only, in excess of a
specified deductible amount calculated as a percentage of an affiliated
insurance group's prior year premiums on commercial lines policies covering
risks in the United States. This specified deductible amount is 17.5% of such
premiums for losses occurring in 2006, and 20% of such premiums for losses
occurring in 2007. Further, to trigger coverage under the TRIA Extension Act,
the aggregate industry property and casualty insurance losses resulting from an
act of terrorism must exceed $5 million prior to April 2006, $50 million from
April 2006 through December 2006, and $100 million for acts of terrorism
occurring in 2007. The TRIA Extension Act now excludes coverage for commercial
auto, burglary and theft, surety, professional liability and farm owners'
multiperil. The TRIA Extension Act will expire on December 31, 2007. The TRIA
Extension Act applies only to losses resulting from attacks that have been
committed by individuals on behalf of a foreign person or foreign interest, and
does not cover acts of purely domestic terrorism. Further, any such attack must
be certified as an "act of terrorism" by the federal government, which decision
is not subject to judicial review. As a result, insurers may continue to try to
exclude from coverage under their policies losses resulting from terrorist acts
not covered by the TRIA Extension Act. Moreover, the TRIA Extension Act's
deductible and co-payment provisions still leave insurers with high potential
exposure for terrorism-related claims. Because nothing in the TRIA Extension Act
prevents an insurer from raising premium rates on policyholders to cover
potential losses, or from obtaining reinsurance coverage to offset its increased
liability, the cost of premiums for such terrorism insurance coverage is still
expected to be high.

      We cannot assure you that all of the mortgaged real properties will be
insured against the risks of terrorism and similar acts. As a result of any of
the foregoing, the amount available to make distributions on your certificates
could be reduced.

      Each master servicer, with respect to each of the mortgage loans that it
is servicing, including those of such mortgage loans that have become specially
serviced mortgage loans, and the special servicer, with respect to mortgaged
real properties acquired through foreclosure, which we refer to in this
prospectus supplement as REO property, will be required to use reasonable
efforts, consistent with the servicing standard under the pooling and servicing
agreement, to cause each borrower to maintain for the related mortgaged real
property all insurance required by the terms of the loan documents and the
related mortgage in the amounts set forth therein which are to be obtained from
an insurer meeting the requirements of the applicable loan documents.
Notwithstanding the foregoing, the master servicers and the special servicer
will not be required to maintain, and will not be required to cause a borrower
to be in default with respect to the failure of the related borrower to obtain,
all-risk casualty insurance that does not contain any carve-out for terrorist or
similar acts, if and only if the special servicer has determined in accordance
with the servicing standard under the pooling and servicing agreement (and other
consultation with the controlling class representative) that either--

      o     such insurance is not available at commercially reasonable rates,
            and such hazards are not commonly insured against by prudent owners
            of properties similar to the mortgaged real property and located in
            or around the region in which such mortgaged real property is
            located, or

      o     such insurance is not available at any rate.

      If the related loan documents do not expressly require insurance against
acts of terrorism, but permit the lender to require such other insurance as is
reasonable, the related borrower may challenge whether maintaining insurance
against acts of terrorism is reasonable in light of all the circumstances,
including the cost. The applicable master servicer's efforts to require such
insurance may be further impeded if the originating lender did not require the
subject borrower to maintain such insurance, regardless of the terms of the
related loan documents.

      If a borrower is required, under the circumstances described above, to
maintain insurance coverage with respect to terrorist or similar acts that was
not previously maintained, the borrower may incur higher costs for insurance
premiums in obtaining that coverage which would have an adverse effect on the
net cash flow of the


                                      S-77



related mortgaged real property. Further, If the federal insurance back-stop
program referred to above is not extended or renewed, premiums for terrorism
insurance coverage will likely increase and/or the terms of such insurance may
be materially amended to enlarge stated exclusions or to otherwise effectively
decrease the scope of coverage available (perhaps to the point where it is
effectively not available). In addition, to the extent that any policies contain
"sunset clauses" (i.e., clauses that void terrorism coverage if the federal
insurance backstop program is not renewed), then such policies may cease to
provide terrorism insurance coverage upon the expiration of the federal
insurance backstop program.

      Most of the mortgage loans specifically require terrorism insurance, but
such insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates, only in
limited amounts, only for specified or commonly insured hazards (in comes cases,
for similar properties in the region where the related mortgaged real property
is located) and/or only with a deductible at a certain threshold. For example,
with respect to one mortgage loan (loan number 2), representing approximately
3.6% of the initial mortgage pool balance and 4.7% of the initial loan group 1
balance, if the TRIA is not in effect at any time, then the related terrorism
insurance cap is 150% of the then-current premium for all risk casualty
insurance without terrorism coverage.

      With respect to three (3) mortgage loans (loan numbers 100, 139 and 326),
representing approximately 0.6% of the initial mortgage pool balance,
approximately 0.7% of the initial loan group 1 balance and approximately 0.1% of
the initial loan group 2 balance, the borrower does not currently maintain
insurance against terrorist acts.

      Additionally, there can be no assurance that mortgaged real properties
currently covered by terrorism insurance will continue to be so covered or that
the coverage is, or will remain, adequate. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Hazard, Liability and Other
Insurance" in this prospectus supplement.

      IN THE EVENT THAT ANY MORTGAGED REAL PROPERTY SECURING A MORTGAGE LOAN
SUSTAINS DAMAGE AS A RESULT OF AN UNINSURED ACT OR IF THE INSURANCE POLICIES
WITH RESPECT TO THAT MORTGAGED REAL PROPERTY DO NOT ADEQUATELY COVER THE DAMAGE
SUSTAINED, SUCH DAMAGED MORTGAGED REAL PROPERTY MAY NOT GENERATE ADEQUATE CASH
FLOW TO PAY, AND/OR PROVIDE ADEQUATE COLLATERAL TO SATISFY, ALL AMOUNTS OWING
UNDER SUCH MORTGAGE LOAN, WHICH COULD RESULT IN A DEFAULT ON THAT MORTGAGE LOAN
AND, POTENTIALLY, LOSSES ON SOME CLASSES OF THE CERTIFICATES.

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 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 foreclosure
proceedings and conducting foreclosure sales of the mortgaged real 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 mortgage loans.

INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF PAYMENT-IN-LIEU-OF-TAXES OR
OTHER TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS

      In the case of some of the mortgage loans, the related mortgaged real
properties may be the subject of municipal payment-in-lieu-of-taxes programs or
other tax abatement arrangements, whereby the related borrower pays payments in
lieu of taxes that are less than what its tax payment obligations would be
absent the program or pays reduced real estate taxes. These programs or
arrangements may be scheduled to terminate or provide for significant tax
increases prior to the maturity of the related mortgage loans or may require
increased payments in the future, in each case resulting in increased payment
obligations (which could be substantial) in the form of real estate taxes or
increased payments in lieu of taxes, which could adversely impact the ability of
the related borrowers to pay debt service on their mortgage loans.


                                      S-78



              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

      From time to time we use capitalized terms in this prospectus supplement.
Frequently used capitalized terms will have the respective meanings assigned to
them in the glossary attached to this prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

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

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

      We intend to include the 326 mortgage loans identified on Annex A-1 to
this prospectus supplement in the trust. The mortgage pool consisting of those
loans will have an initial mortgage pool balance of $2,785,502,677. However, the
actual initial mortgage pool balance may be as much as 5.0% smaller or larger
than such amount if any of those mortgage loans are removed from the mortgage
pool or any other mortgage loans are added to the mortgage pool. See "--Changes
in Mortgage Pool Characteristics" below.

      For purposes of making distributions with respect to the class A-1, A-2,
A-2FL, A-3FL, A-SB, A-4, A-4FL and A-1A certificates, as described under
"Description of the Offered Certificates," the pool of mortgage loans will be
deemed to consist of two loan groups, loan group 1 and loan group 2. Loan group
1 will consist of 254 mortgage loans, representing approximately 78.2% of the
initial mortgage pool balance that are secured by the various property types
that constitute collateral for those mortgage loans. Loan group 2 will consist
of 72 mortgage loans, representing approximately 21.8% of the initial mortgage
pool balance, that are secured by multifamily and manufactured housing community
properties. Annex A-1 to this prospectus supplement indicates the loan group
designation for each mortgage loan.

      The initial mortgage pool balance will equal the total cut-off date
principal balance of the mortgage loans included in the trust. The initial loan
group 1 balance and the initial loan group 2 balance will equal the cut-off date
principal balance of the mortgage loans in loan group 1 and loan group 2,
respectively. The cut-off date principal balance of any mortgage loan is equal
to its unpaid principal balance as of the cut-off date, after application of all
monthly debt service payments due with respect to the mortgage loan on or before
that date, whether or not those payments were received. The cut-off date
principal balance of each mortgage loan is shown on Annex A-1 to this prospectus
supplement. The cut-off date principal balances of all the mortgage loans in the
trust range from $853,337 to $105,000,000 and the average of those cut-off date
principal balances is $8,544,487; the cut-off date principal balances of the
mortgage loans in loan group 1 range from $873,452 to $105,000,000, and the
average of those cut-off date principal balances is $8,581,258; and the cut-off
date principal balances of the mortgage loans in loan group 2 range from
$853,337 to $40,000,000, and the average of those cut-off date principal
balances is $8,414,764.

      When we refer to mortgage loans in this prospectus supplement, we are
referring to the mortgage loans that we intend to include in the trust and do
not, unless the context otherwise indicates, include the non-trust loans, which
will not be included in the trust.


                                      S-79



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

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

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

      o     all numerical information provided with respect to the mortgage
            loans is provided on an approximate basis;

      o     all cut-off date principal balances assume the timely receipt of the
            scheduled payments for each mortgage loan and that no prepayments
            occur prior to the cut-off date;

      o     all weighted average information provided with respect to the
            mortgage loans reflects a weighting of the subject mortgage loans
            based on their respective cut-off date principal balances; the
            initial mortgage pool balance will equal the total cut-off date
            principal balance of the entire mortgage pool, and the initial loan
            group 1 balance and the initial loan group 2 balance will each equal
            the total cut-off date principal balance of the mortgage loans in
            the subject loan group; we show the cut-off date principal balance
            for each of the mortgage loans on Annex A-1 to this prospectus
            supplement;

      o     if any mortgage loan does not have a fixed interest rate for the
            related loan term, then the interest rate used to calculate the
            weighted average mortgage interest rate is the initial interest rate
            for such loan as shown in this prospectus supplement;

      o     when information with respect to the mortgage loans is expressed as
            a percentage of the initial mortgage pool balance, the percentages
            are based upon the cut-off date principal balances of the subject
            mortgage loans;

      o     when information with respect to the mortgaged real properties is
            expressed as a percentage of the initial mortgage pool balance, the
            percentages are based upon the cut-off date principal balances of
            the related mortgage loans;

      o     if any mortgage loan is secured by multiple mortgaged real
            properties, the related cut-off date principal balance has been
            allocated among the individual properties based on any of (i) an
            individual property's appraised value as a percentage of the total
            appraised value of all the related mortgaged real properties,
            including the subject individual property, securing that mortgage
            loan, (ii) an individual property's underwritten net operating
            income as a percentage of the total underwritten net operating
            income of all the related mortgaged real properties, including the
            subject individual property, securing that mortgage loan and (iii)
            an allocated loan balance specified in the related loan documents;

      o     unless specifically indicated otherwise, statistical information
            presented in this prospectus supplement with respect to any mortgage
            loan that is part of a Loan Combination includes the related A-note
            non-trust loan (except with respect to the Commons at Calabasas Loan
            Combination) and excludes the related B-note non-trust loan;


                                      S-80



      o     statistical information regarding the mortgage loans may change
            prior to the date of initial issuance of the offered certificates
            due to changes in the composition of the mortgage pool prior to that
            date, which may result in the initial mortgage pool balance being as
            much as 5% larger or smaller than indicated;

      o     the sum of numbers presented in any column within a table may not
            equal the indicated total due to rounding; and

      o     when a mortgage loan is identified by loan number, we are referring
            to the loan number indicated for that mortgage loan on Annex A-1 to
            this prospectus supplement.

SOURCE OF THE MORTGAGE LOANS

      The mortgage loans that will constitute the primary assets of the trust
fund will be acquired on the date of initial issuance of the certificates by us
from the mortgage loan sellers, who acquired or originated the mortgage loans.

      Countrywide Commercial Real Estate Finance, Inc. originated or acquired
147 of the mortgage loans to be included in the trust fund, representing
approximately 42.4% of the initial mortgage pool balance (comprised of 110
mortgage loans in loan group 1, representing approximately 43.3% of the initial
loan group 1 balance, and 37 mortgage loans in loan group 2, representing
approximately 39.4% of the initial loan group 2 balance).

      Merrill Lynch Mortgage Lending, Inc. originated or acquired 61 of the
mortgage loans to be included in the trust fund, representing approximately
26.8% of the initial mortgage pool balance (comprised of 48 mortgage loans in
loan group 1, representing approximately 26.7% of the initial loan group 1
balance, and 13 mortgage loans in loan group 2, representing approximately 27.3%
of the initial loan group 2 balance).

      PNC Bank, National Association originated or acquired 65 of the mortgage
loans to be included in the trust fund, representing approximately 17.9% of the
initial mortgage pool balance (comprised of 47 mortgage loans in loan group 1,
representing approximately 15.1% of the initial loan group 1 balance, and 18
mortgage loans in loan group 2, representing approximately 27.9% of the initial
loan group 2 balance).

      Artesia Mortgage Capital Corporation originated or acquired 53 of the
mortgage loans to be included in the trust fund, representing approximately
12.9% of the initial mortgage pool balance (comprised of 49 mortgage loans in
loan group 1, representing approximately 15.0% of the initial loan group 1
balance, and 4 mortgage loans in loan group 2, representing approximately 5.4%
of the initial loan group 2 balance).

CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE
LOANS, MULTI-BORROWER ARRANGEMENTS AND MORTGAGE LOANS WITH AFFILIATED BORROWERS

      The mortgage pool will include twenty (20) mortgage loans, representing
approximately 7.7% of the initial mortgage pool balance (fifteen (15) mortgage
loans in loan group 1, representing approximately 7.1% of the initial loan group
1 balance and five (5) mortgage loans in loan group 2, representing
approximately 9.8% of the initial loan group 2 balance), that may involve
multiple borrowers (or in some cases, single borrowers owning multiple
properties) and are, in each case, individually or through
cross-collateralization with other mortgage loans or multiple parcels within a
single mortgaged real property, secured by two or more real properties or
parcels and, in the case of cross-collateralized mortgage loans, are
cross-defaulted with the mortgage loans with which they are
cross-collateralized. These mortgage loans are identified in the tables
contained in Annex A-1. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans.


                                      S-81



      Seven (7) of the mortgage loans referred to in the prior paragraph entitle
the related borrower(s) to obtain a release of one or more of the corresponding
mortgaged real properties or multiple parcels within a single mortgaged real
property and/or a termination of any applicable cross-collateralization and
cross-default provisions, subject, in each case, to the fulfillment of one or
more of the following conditions--

      o     the pay down or defeasance of the mortgage loan(s) in an amount
            equal to a specified percentage, which is usually 110% to 125% (but
            could be as low as 100% in certain cases), of the portion of the
            total loan amount allocated to the property or properties to be
            released;

      o     the satisfaction of certain criteria set forth in the related loan
            documents;

      o     the satisfaction of certain leasing goals or other performance
            tests;

      o     the satisfaction of debt service coverage and/or loan-to-value tests
            for the property or properties that will remain as collateral;
            and/or

      o     receipt by the lender of confirmation from each applicable rating
            agency that the action will not result in a qualification, downgrade
            or withdrawal of any of the then-current ratings of the offered
            certificates.

      In the case of one mortgage loan (loan number 12), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Kauai Village Retail Center, representing approximately 1.2% of the initial
mortgage pool balance and approximately 1.5% of the initial loan group 1
balance, the related borrower may split the mortgage loan into two separate
un-crossed loans and transfer one of the properties to a new single purpose
entity (either under the same ownership of the current borrower or new ownership
(subject to the transfer provisions in the mortgage loan documents)) and subject
to the satisfaction of certain conditions including but not limited to a debt
service coverage ratio for each new loan of at least 1.25x.

      For additional information relating to mortgaged real properties that
secure an individual multi-property mortgage loan or a group of
cross-collateralized mortgage loans, see Annex A-1 to this prospectus
supplement.

      The table below shows each group of mortgaged real properties that:

      o     are owned by the same or affiliated borrowers; and

      o     secure in total two or more mortgage loans that are not
            cross-collateralized and that represent in the aggregate over 1.0%
            of the initial mortgage pool balance.


                                      S-82





                                             NUMBER OF STATES
                                                WHERE THE       AGGREGATE CUT-OFF    % OF INITIAL
                                              PROPERTIES ARE     DATE PRINCIPAL     MORTGAGE POOL
GROUP             PROPERTY NAMES                LOCATED(1)           BALANCE           BALANCE
-----   ----------------------------------   ----------------   -----------------   -------------

 2      Boca West                                   1                  28,860,922        1.0%
 2      Sawgrass Apartments                                            21,146,288        0.8%
                                                                -----------------   -------------
        TOTAL                                                   $      50,007,210        1.8%
                                                                =================   =============

 2      Broadstone Vista Ridge                      1                  33,300,000        1.2%
 2      Hollister Place Apartments                                     13,000,000        0.5%
 1      24 Hour Self Storage                                            2,190,597        0.1%
                                                                -----------------   -------------
        TOTAL                                                   $      48,490,597        1.7%
                                                                =================   =============

 1      Kauai Village Retail Center                 2                  32,900,000        1.2%
 1      5 Points Plaza                                                 14,600,000        0.5%
                                                                -----------------   -------------
        TOTAL                                                   $      47,500,000        1.7%
                                                                =================   =============

 1      Parkview Village                            1                  23,400,000        0.8%
 1      Lincoln Center West (Santa Monica)                             18,600,000        0.7%
                                                                -----------------   -------------
        TOTAL                                                   $      42,000,000        1.5%
                                                                =================   =============

 2      Walnut Ridge Apartments                     2                  25,000,000        0.9%
 1      Cedar Glade Apartments                                          9,600,000        0.3%
                                                                -----------------   -------------
        TOTAL                                                   $      34,600,000        1.2%
                                                                =================   =============

 2      Oak Hollow Apartments                       1                  18,249,492        0.7%
 2      Meadow Creek Apartments                                         6,806,163        0.2%
 2      Laurel Apartments                                               2,496,606        0.1%
 2      Briar Creek Apartments                                          2,368,445        0.1%
                                                                -----------------   -------------
        TOTAL                                                   $      29,920,706        1.1%
                                                                =================   =============

 2      Evergreen Apartments - Las Vegas            1                  14,200,000        0.5%
 2      Southern Cove Apartments                                        8,800,000        0.3%
 2      Ridgewood Apartments - Las Vegas                                6,491,231        0.2%
                                                                -----------------   -------------
        TOTAL                                                   $      29,491,231        1.1%
                                                                =================   =============


_____________________

(1)   Total represents number of states where properties within the subject
      group are located.

TERMS AND CONDITIONS OF THE MORTGAGE LOANS

      Due Dates. Seventy (70) of the mortgage loans, representing approximately
20.1% of the initial mortgage pool balance, provide for monthly debt service
payments to be due on the first day of each month. Two hundred three (203) of
the mortgage loans, representing approximately 67.0% of the initial mortgage
pool balance, provide for monthly debt service payments to be due on the eighth
day of each month. Fifty-three (53) of the mortgage loans, representing
approximately 12.9% of the initial mortgage pool balance, provide for monthly
debt-service payments to be due on the eleventh day of each month.

      Mortgage Rates; Calculations of Interest. In general, except as specified
in the next sentence and as described below under "--ARD Loans" and
"--Converting Loan," each of the mortgage loans bears interest at a mortgage
interest rate that, in the absence of default, is fixed until maturity. However,
as described below under "--ARD Loans", such mortgage loans have an anticipated
repayment date that will accrue interest after that date at a rate that is in
excess of its mortgage interest rate prior to that date, but the additional
interest will not be payable until the entire principal balance of the subject
mortgage loan has been paid in full.

      The mortgage interest rate for each of the mortgage loans is shown on
Annex A-1 to this prospectus supplement. The mortgage interest rates of the
mortgage loans range from 5.3800% per annum to 6.9250% per annum and, as of the
cut-off date, the weighted average of those mortgage interest rates was 5.7793%
per annum. The mortgage interest rates of the mortgage loans in loan group 1
range from 5.4600% to 6.7700% per annum and,


                                      S-83



as of the cut-off date, the weighted average of those mortgage interest rates
was 5.7839% per annum. The mortgage interest rates of the mortgage loans in loan
group 2 range from 5.3800% to 6.9250% per annum and, as of the cut-off date, the
weighted average of those mortgage interest rates was 5.7629% per annum.

      Except in the case of mortgage loans with anticipated repayment dates,
none of the mortgage loans provides for negative amortization or for the
deferral of interest.

      Three hundred twenty-six (326) of the mortgage loans, representing
approximately 100.0% of the initial mortgage pool balance (254 mortgage loans in
loan group 1, representing approximately 100.0% of the initial loan group 1
balance, and 72 mortgage loans in loan group 2, representing approximately
100.0% of the initial loan group 2 balance), will accrue interest on an
Actual/360 Basis.

      Palmilla Apartments Stabilization Fee. In the case of one (1) of the
mortgage loans (loan number 24), representing approximately 0.7% of the initial
mortgage pool balance and approximately 3.3% of the initial loan group 2
balance, the related mortgage loan documents require the borrower to pay to the
lender a quarterly stabilization fee equal to 0.25% of the initial loan amount
per quarter if the related mortgaged real property has not been re-assessed as
multi-family units by the local tax assessor's office and achieved a 92%
occupancy level and a 1.20x debt service coverage ratio by April 11, 2008. The
quarterly stabilization fee does not constitute part of the debt service on the
mortgage loan. The quarterly stabilization fee will continue until the related
mortgaged real property has achieved a 92% occupancy level and a 1.20x debt
service coverage ratio and has been re-assessed as multi-family units by the
local tax assessor's office. Any such fee collected from the borrower during any
collection period will be distributed to the class Z certificates on the related
distribution date.

      Amortizing Balloon Loans. One hundred fifteen (115) of the mortgage loans,
representing approximately 23.8% of the initial mortgage pool balance (87
mortgage loans in loan group 1, representing approximately 22.6% of the initial
loan group 1 balance, and 28 mortgage loans in loan group 2, representing
approximately 28.1% of the initial loan group 2 balance), are characterized by--

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

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

      These 115 mortgage loans do not include any of the subject mortgage loans
described under "--Partial Interest-Only Balloon Loans" above and
"--Interest-Only Balloon and ARD Loans" below.

      Notwithstanding the foregoing, one (1) of the mortgage loans referenced in
the second preceding paragraph (loan number 59), representing approximately 0.5%
of the initial mortgage pool balance and approximately 0.6% of the initial loan
group 1 balance, permits the lender, in its sole discretion, to adjust the
monthly payments to interest only payments during such time as the borrower is
required to make certain sweep deposits to a TI/LC reserve fund relating to
Rainbow Foods, the largest tenant. The sweep deposits will be required if, upon
the occurrence of any one of the following, the borrower does not elect to post
a $300,000 letter of credit with the lender: (a) Rainbow Foods does not renew or
extend its lease for at least five years with no reduction in rents by July 15,
2013 (twelve months prior to the July 15, 2014 lease expiration date), (b)
Rainbow Foods "goes dark" at the Property for 365 consecutive days; or (c)
Rainbow Foods is in default under its lease beyond any applicable notice and
cure period and the default remains uncured for 30 days. The sweep deposits will
continue for twelve consecutive monthly payment dates, subject to a cap of
$300,000. Once the sweep deposits have ceased, the monthly payments consisting
of principal and interest that were in effect prior to the sweep deposits will
resume. Any principal that is deferred at the option of the lender during the
occurrence of such sweep deposits will result in a higher balloon payment
payable on the maturity date of the mortgage loan. The pooling and servicing
agreement will provide that if such sweep deposits commence, the applicable
master servicer shall not elect to require monthly payments of interest only
unless those payments would commence on or after May 11, 2012, which is the date
that is five years prior to the maturity date of the mortgage loan.


                                      S-84



      Partial Interest-Only Balloon Loans. One hundred thirty-seven (137) of the
mortgage loans, representing approximately 34.7% of the initial mortgage pool
balance (115 mortgage loans in loan group 1, representing approximately 35.8% of
the initial loan group 1 balance, and (22 mortgage loans in loan group 2,
representing approximately 30.8% of the initial loan group 2 balance), provide
for the payment of interest only to be due on each due date until the expiration
of a designated interest-only period, and the amortization of principal
commencing on the due date following the expiration of such interest-only period
on the basis of an amortization schedule that is significantly longer than the
remaining term to stated maturity, with a substantial payment of principal to be
due on the maturity date.

      Interest-Only Balloon Loans. Sixty-four (64) of the mortgage loans,
representing approximately 40.2% of the initial mortgage pool balance (43
mortgage loans in loan group 1, representing approximately 40.0% of the initial
loan group 1 balance, and twenty-one (21) mortgage loans in loan group 2,
representing approximately 41.0% of the initial loan group 2 balance) require
the payment of interest only until the related maturity date and provide for the
repayment of the entire principal balance on the related maturity date.

      Fully Amortizing Loans. Seven (7) of the mortgage loans, representing
approximately 0.6% of the initial mortgage pool balance (six (6) mortgage loan
in loan group 1, representing approximately 0.8% of the initial loan group 1
balance, and one (1) mortgage loan in loan group 2, representing approximately
0.1% of the initial loan group 2 balance), is characterized by--

      o     constant monthly debt service payments throughout the substantial
            term of the mortgage loan; and

      o     amortization schedules that are approximately equal to the actual
            terms of the mortgage loan.

      This fully amortizing loan has neither--

      o     an anticipated repayment date; nor

      o     the associated repayment incentives.

      ARD Loans. Three (3) of the mortgage loans, representing approximately
0.7% of the initial mortgage pool balance and approximately 0.9% of the initial
loan group 1 balance, are characterized by the following features:

      o     a maturity date that is more than 10 years following origination;

      o     the designation of an anticipated repayment date that is generally 5
            to 10 years following origination; the anticipated repayment date
            for such mortgage loans are listed on Annex A-1 to this prospectus
            supplement;

      o     the ability of the related borrower to prepay the mortgage loan,
            without restriction, including without any obligation to pay a
            prepayment premium or a yield maintenance charge, at any time on or
            after a date that is generally one to six months prior to the
            related anticipated repayment date;

      o     until its anticipated repayment date, the calculation of interest at
            its initial mortgage interest rate;

      o     from and after its anticipated repayment date, the accrual of
            interest at a revised annual rate that will be in excess of its
            initial mortgage interest rate;

      o     the deferral of any additional interest accrued with respect to such
            mortgage loan from and after the related anticipated repayment date
            at the difference between its revised mortgage interest rate and its
            initial mortgage interest rate. This post-anticipated repayment date
            additional interest may, in some cases, compound at the new revised
            mortgage interest rate. Any post-anticipated repayment date
            additional interest accrued with respect to such mortgage loan
            following its anticipated repayment date will not be payable until
            the entire principal balance of the mortgage loan has been paid in
            full; and


                                      S-85



      o     from and after its anticipated repayment date, the accelerated
            amortization of such mortgage loan out of any and all monthly cash
            flow from the corresponding mortgaged real property which remains
            after payment of the applicable monthly debt service payments,
            permitted operating expenses, capital expenditures and/or funding of
            any required reserves. These accelerated amortization payments and
            the post-anticipated repayment date additional interest are
            considered separate from the monthly debt service payments due with
            respect to the mortgage loan.

      All of the above-identified ARD Loans require the payment of interest only
until the expiration of a designated period and the payment of principal
following the interest only period.

      As discussed under "Ratings" in this prospectus supplement, the ratings on
the respective classes of offered certificates do not represent any assessment
of whether the mortgage loan having an anticipated repayment date will be paid
in full by its anticipated repayment date or whether and to what extent
post-anticipated repayment date additional interest will be received.

      In the case of the ARD Loans, the related borrower has agreed to enter
into a cash management agreement prior to the related anticipated repayment date
if it has not already done so. The related borrower or the manager of the
corresponding mortgaged real property will be required under the terms of that
cash management agreement to deposit or cause the deposit of all revenue from
that property received after the related anticipated repayment date into a
designated account controlled by the lender under such mortgage loan.

      Any amount received in respect of additional interest payable on the ARD
Loans will be distributed to the holders of the class Z certificates. Generally,
additional interest will not be included in the calculation of the mortgage
interest rate for a mortgage loan, and will only be paid after the outstanding
principal balance of the mortgage loan together with all interest thereon at the
mortgage interest rate has been paid. With respect to such mortgage loans, no
prepayment premiums or yield maintenance charges will be due in connection with
any principal prepayment after the anticipated repayment date.

      Converting Loan. One (1) of the mortgage loans, representing approximately
0.03% of the initial mortgage pool balance and approximately 0.1% of the initial
loan group 2 balance, has a fixed interest rate for the first 10 years of the
mortgage loan term, followed by an adjustable interest rate period. The loan
documents require that the adjusted interest rate will not be lower than the
fixed interest rate.

      Any additional interest (accruing at a rate in excess of the initial fixed
interest rate) payable and received on the Converting Loan will be distributed
to the holders of the class Y certificates. Generally, additional interest will
not be included in the calculation of the mortgage interest rate for a mortgage
loan, and will only be paid after the outstanding principal balance of the
mortgage loan together with all interest thereon at the mortgage interest rate
has been paid. No prepayment premiums or yield maintenance charges will be due
in connection with any principal prepayment after the related open prepayment
period.

      The Converting Loan specified above is a fully-amortizing loan.

      Recasting of Amortization Schedules. Some of the mortgage loans will, in
each case, provide for a recast of the amortization schedule and an adjustment
of the monthly debt service payments on the mortgage loan upon application of
specified amounts of condemnation proceeds or insurance proceeds, or in certain
cases, upon a partial prepayment, to pay the related unpaid principal balance.

      Prepayment Provisions.

      Prepayment Lock-out, Defeasance, Prepayment Consideration and Open
Periods. All of the mortgage loans provide for one or more of the following:

      o     a prepayment lock-out period, during which the principal balance of
            a mortgage loan may not be voluntarily prepaid in whole or in part;

      o     a defeasance period, during which voluntary principal prepayments
            are still prohibited, but the related borrower may obtain a release
            of the related mortgaged real property through defeasance;


                                      S-86



      o     a prepayment consideration period, during which voluntary
            prepayments are permitted, subject to the payment of a yield
            maintenance premium or other additional consideration for the
            prepayment; and

      o     an open period, during which voluntarily prepayments are permitted
            without payment of any prepayment consideration.

      Notwithstanding otherwise applicable lock-out periods, defeasance periods
or prepayment consideration periods, certain prepayments of some of the
underlying mortgage loans may occur under the circumstances described under
"--Other Prepayment Provisions; Mortgage Loans Which May Require Principal
Paydowns" below. The prepayment terms of each of the mortgage loans are more
particularly described in Annex A-1 to this prospectus supplement.

      The table below shows, with respect to all of the mortgage loans, the
prepayment provisions in effect as of the cut-off date.



                           PREPAYMENT PROVISIONS AS OF THE CUT-OFF DATE

                                     NUMBER OF LOANS
                               ----------------------------
                                                                             % INITIAL   % INITIAL
                                                               % INITIAL       LOAN        LOAN
                               MORTGAGE    LOAN      LOAN       MORTGAGE      GROUP 1     GROUP 2
   PREPAYMENT PROVISIONS         POOL     GROUP 1   GROUP 2   POOL BALANCE    BALANCE     BALANCE
----------------------------   --------   -------   -------   ------------   ---------   ---------

L, Def, O                        266        205       61          85.9%        85.8%       86.5%
L, YM1%, O                        37         30        7           8.0%         7.5%        9.7%
L, Def or YM1%, O                  7          4        3           2.3%         1.9%        3.7%
L, YM1%, Def or YM1%, O            2          2        0           1.6%         2.0%        0.0%
Dec%, O                            1          0        1           0.0%         0.0%        0.1%
YM1%, Def or YM1%, O               1          1        0           0.4%         0.5%        0.0%
L, Def, Def or YM1%, O            10         10        0           1.6%         2.0%        0.0%
L, Dec%, O                         1          1        0           0.2%         0.2%        0.0%
Other                              1          1        0           0.0%         0.1%        0.0%
                               --------   -------   -------   ------------   ---------   ---------
TOTAL                            326        254       72         100.0%       100.0%      100.0%


      For the purposes of the foregoing table, the letter designations under the
heading "Prepayment Provisions" have the following meanings, as further
described in the first paragraph of this "--Prepayments Provisions" section--

      o     "L" means a prepayment lock-out period;

      o     "Def" means a defeasance period;

      o     "YM" means a prepayment consideration period during which the
            mortgage loan is prepayable together with payment of a yield
            maintenance charge;

      o     "YM1%" a prepayment consideration period during which the mortgage
            loan is prepayable together with payment of the greater of (i) a
            yield maintenance charge and (ii) at least 1% of the prepaid amount;

      o     "Def or YM" means a period during which the borrower either (i) has
            the option to defease the mortgage loan or prepay the mortgage loan
            together with payment of a yield maintenance charge or (ii) is
            required to defease if the cost to defease the mortgage loan is less
            than the cost to prepay the mortgage loan with a yield maintenance
            charge;

      o     "Dec%" means a prepayment consideration period during which the
            mortgage loan is prepayable together with payment of a percentage of
            the prepaid amount that declines over time;


                                      S-87



      o     "Less of Def or YM" means a period during which the borrower is
            obligated to defease the mortgage loan unless the cost to prepay
            with yield maintenance is less; and

      o     "O" means an open period.

      Set forth below is information regarding the remaining terms of the
prepayment lock-out and prepayment lock-out/ defeasance periods, as applicable,
for the 324 mortgage loans for which a prepayment lock-out period is currently
in effect:

      o     the maximum remaining prepayment lock-out or prepayment
            lock-out/defeasance period as of the cut-off date is 127 months with
            respect to the entire mortgage pool, 119 months with respect to loan
            group 1 and 127 months with respect to loan group 2;

      o     the minimum remaining prepayment lock-out or prepayment
            lock-out/defeasance period as of the cut-off date is 8 months with
            respect to the entire mortgage pool, 8 months with respect to loan
            group 1 and 33 months with respect to loan group 2; and

      o     the weighted average remaining prepayment lock-out or prepayment
            lock-out/defeasance period as of the cut-off date is 99 months with
            respect to the entire mortgage pool, 98 months with respect to loan
            group 1 and 102 months with respect to loan group 2.

      The aggregate characteristics of the prepayment provisions of the mortgage
loans will vary over time as:

      o     lock-out periods expire and mortgage loans enter periods during
            which prepayment consideration may be required in connection with
            principal prepayments and, thereafter, enter open prepayment
            periods; and

      o     mortgage loans are prepaid, repurchased, replaced or liquidated
            following a default or as a result of a delinquency.

      Prepayment premiums and yield maintenance charges received on the mortgage
loans, whether in connection with voluntary or involuntary prepayments, will be
allocated and paid to the certificateholders in the amounts and in accordance
with the priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement. However, limitations may exist under
applicable state law on the enforceability of the provisions of the mortgage
loans that require payment of prepayment premiums or yield maintenance charges.
In addition, in the event of a liquidation of a defaulted mortgage loan,
prepayment consideration will be one of the last items to which the related
liquidation proceeds will be applied. As a result, proceeds received in
connection with the liquidation of any defaulted mortgage loan in the trust fund
may be insufficient to pay any prepayment premium or yield maintenance charge
due in connection with such involuntary prepayment. Neither we nor the
underwriters make, and none of the mortgage loan sellers has made, any
representation or warranty as to the collectability of any prepayment premium or
yield maintenance charge with respect to any of the mortgage loans or with
respect to the enforceability of any provision in a mortgage loan that requires
the payment of a prepayment premium or yield maintenance charge. See "Risk
Factors--Yield Maintenance Charges or Defeasance Provisions May Not Fully
Protect Against Prepayment Risk" in this prospectus supplement, "Risk
Factors--Some Provisions in the Mortgage Loans Underlying Your Offered
Certificates May Be Challenged As Being Unenforceable--Prepayment Premiums, Fees
and Charges" and "Legal Aspects of Mortgage Loans--Penalty Interest and
Limitations on Prepayments" in the accompanying base prospectus.

      Other Prepayment Provisions; Mortgage Loans Which May Require Principal
Paydowns. Generally, the mortgage loans provide that condemnation proceeds and
insurance proceeds may be applied to reduce the mortgage loan's principal
balance, to the extent such funds will not be used to repair the improvements on
the mortgaged real property or given to the related borrower, in many or all
cases without prepayment consideration. In addition, some of the mortgage loans
may also in certain cases permit, in connection with the lender's application of
insurance or condemnation proceeds to a partial prepayment of the related
mortgage loan, the related borrower to prepay the entire remaining principal
balance of the mortgage loan, in many or all cases without prepayment
consideration.


                                      S-88



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

      Additionally, the exercise of a purchase option by a tenant with respect
to all or a portion of a mortgaged real property may result in the related
mortgage loan being prepaid during a period when voluntary prepayments are
otherwise prohibited.

      Certain of the mortgage loans are secured by letters of credit or cash
reserves that in each such case:

      o     will be released to the related borrower upon satisfaction by the
            related borrower of certain performance related conditions, which
            may include, in some cases, meeting debt service coverage ratio
            levels and/or satisfying leasing conditions; and

      o     if not so released, will (or, in some cases, at the discretion of
            the lender, may) prior to loan maturity (or earlier loan default or
            loan acceleration), be drawn on and/or applied to prepay the subject
            mortgage loan if such performance related conditions are not
            satisfied within specified time periods.

      Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
contain both a due-on-sale clause and a due-on-encumbrance clause. In general,
except for the permitted transfers discussed in the next paragraph, these
clauses either--

      o     permit the holder of the related mortgage to accelerate the maturity
            of the mortgage loan if the borrower sells or otherwise transfers or
            encumbers the corresponding mortgaged real property without the
            consent of the holder of the mortgage; or

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

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

      Many of the mortgage loans permit one or more of the following types of
transfers:

      o     transfers of the corresponding mortgaged real property if specified
            conditions are satisfied, which conditions normally include one or
            both of the following--

            1.    confirmation by each applicable rating agency that the
                  transfer will not result in a qualification, downgrade or
                  withdrawal of any of its then-current ratings of the
                  certificates; or

            2.    the reasonable acceptability of the transferee to the lender;

      o     a transfer of the corresponding mortgaged real property to a person
            that is affiliated with or otherwise related to the borrower or the
            sponsor;

      o     transfers by the borrower of the corresponding mortgaged real
            property to specified entities or types of entities or entities
            satisfying the minimum criteria relating to creditworthiness and/or
            standards specified in the related loan documents;


                                      S-89



      o     transfers of ownership interests in the related borrower to
            specified entities or types of entities or entities satisfying the
            minimum criteria relating to creditworthiness and/or other standards
            specified in the related loan documents;

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

      o     a transfer of a controlling ownership interest in the related
            borrower, subject to (i) receipt of written confirmation from the
            rating agencies that the proposed transfer would not result in a
            qualification, downgrade or withdrawal of any of the then current
            ratings of the offered certificates, (ii) lender consent or (iii)
            there being no change in the management of the mortgaged real
            property;

      o     involuntary transfers caused by the death of any owner, general
            partner or manager of the borrower;

      o     issuance by the related borrower of new partnership or membership
            interests, so long as there is no change in control of the related
            borrower;

      o     a transfer of ownership interests for estate planning purposes;

      o     changes in ownership between existing partners and members of the
            related borrower;

      o     a required or permitted restructuring of a tenant-in-common group of
            borrowers into a single purpose successor borrower;

      o     transfers of shares in a publicly held corporation or in connection
            with the initial public offering of a private company;

      o     with respect to tenant-in-common borrowers, transfers among and/or
            to additional tenant-in-common borrowers; or

      o     other transfers similar in nature to the foregoing.

      Defeasance Loans. Two-hundred seventy-six (276) mortgage loans,
representing approximately 87.5% of the initial mortgage pool balance (215
mortgage loans in loan group 1, representing approximately 87.8% of the initial
loan group 1 balance and 61 mortgage loans in loan group 2, representing
approximately 86.5% of the initial loan group 2 balance), permit the borrower to
defease the related mortgage loan, in whole or in part, by delivering U.S.
government securities or other non-callable government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 and that
satisfy applicable U.S. Treasury regulations regarding defeasance, as substitute
collateral during a period in which voluntary prepayments are prohibited. See
"--Prepayment Provisions" in this prospectus supplement.

      Each of these mortgage loans permits the related borrower, during the
applicable specified periods and subject to the applicable specified conditions,
to pledge to the holder of the mortgage loan the requisite amount of government
securities and obtain a full or partial release of the mortgaged real property.
In general, the government securities that are to be delivered in connection
with the defeasance of any mortgage loan, must provide for a series of payments
that--

      o     will be made prior, but as closely as possible, to all successive
            due dates through and including the first day of the "open period"
            (the date on which that prepayment is permitted without the payment
            of any prepayment premium or yield maintenance charge), the maturity
            date or, if applicable, the related anticipated repayment date; and

      o     will, in the case of each due date, be in a total amount equal to or
            greater than the monthly debt service payment scheduled to be due on
            that date, together with, in the case of the last due date, any
            remaining defeased principal balance, with any excess to be returned
            to the related borrower.


                                      S-90



      For purposes of determining the defeasance collateral for each of these
mortgage loans that has an anticipated repayment date, that mortgage loan will
be treated as if a balloon payment is due on its anticipated repayment date.

      If fewer than all of the real properties securing any particular mortgage
loan or group of cross-collateralized mortgage loans are to be released in
connection with any defeasance, the requisite defeasance collateral will be
calculated based on any one or more of: (i) the allocated loan amount for the
property to be released, (ii) the portion of the monthly debt service payments
attributable to the property to be released, (iii) an estimated or otherwise
determined sales price of the property to be released or (iv) the achievement or
maintenance of a specified debt service coverage ratio with respect to the real
properties that are not being released. Seven (7) mortgage loans, representing
approximately 4.3% of the initial mortgage pool balance (6 mortgage loans in
loan group 1, representing approximately 4.2% of the initial loan group 1
balance, and one (1) mortgage loan in loan group 2, representing approximately
4.8% of the initial loan group 2 balance, permit the partial release of
collateral in connection with partial defeasance.

      In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust a
first priority security interest in the defeasance collateral, together with an
opinion of counsel confirming the first priority status of the security
interest.

      None of the mortgage loans may be defeased prior to the second anniversary
of the date of initial issuance of the certificates.

      See "Risk Factors--Risks Related to the Offered Certificates--Yield
Maintenance Charges or Defeasance Provisions May Not Fully Protect Against
Prepayment Risk" in this prospectus supplement.

Collateral Substitution and Partial Releases (Other Than In Connection With
Defeasance), and Addition of Collateral

      In addition to the release of a mortgaged real property in connection with
full or partial defeasance, certain of the loan documents provide for (i) the
substitution of an individual mortgaged real property for another property, (ii)
the partial release of a portion of the mortgaged real property upon a partial
prepayment with yield maintenance or other prepayment consideration or (iii) the
free release of a portion of the mortgaged real property, which portion is
undeveloped, non-income producing or an out-parcel, and/or which portion was not
material in the underwriting of the mortgage loan (even if it was included in
the appraised value of the mortgaged real property). In addition, certain loan
documents permit the addition of property.

      In the case of four (4) mortgage loans (loan numbers 96, 157, 162 and
163), the loan documents provide that the related borrower may acquire adjoining
property to the mortgaged real property in connection with the acquisition of
the adjoining property and/or obtain a fee interest in the mortgaged real
property in which the related borrower currently holds only a leasehold
interest.

      In the case of one (1) mortgage loan, (loan number 11), secured by the
mortgaged real properties identified on Annex A-1 to this prospectus supplement
as Georgia-Alabama Retail Portfolio, representing approximately 1.2% of the
initial mortgage pool balance and approximately 1.5% of the initial loan group 1
balance, the related borrower may from time to time substitute individual
mortgaged real properties with other real properties subject to the satisfaction
of certain conditions, including:

        o   the market value of the substitute property is equal to or exceeds
            the greater of (i) the initial appraised value of the release
            property and (ii) the then-current market value of the release
            property;

        o   after giving effect to the substitution, the loan-to-value ratio is
            no greater than 100%;

        o   after giving effect to the substitution, the debt service coverage
            ratio of the mortgage loan is at least equal to the greater of (i)
            the debt service coverage ratio as of loan origination and (ii) the
            debt service coverage ratio immediately preceding the substitution;
            and


                                      S-91



        o   no more than an aggregate of seven property substitutions may occur
            during the loan term.

      In the case of one (1) mortgage loan (loan number 39, secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
HCP Tranche I, representing approximately 0.6% of the initial mortgage pool
balance and approximately 0.7% of the initial loan group 1 balance, the related
borrower may from time to time substitute a portion of the related mortgaged
real property with another parcel of real property subject to the satisfaction
of certain conditions, specifically:

        o   the market value of the substitute property is equal to or exceeds
            the greater of (i) the initial appraised value of the release
            property and (ii) the then-current market value of the release
            property;

        o   after giving effect to the substitution, the aggregate debt service
            coverage ratio is at least 1.35x; and

        o   the aggregate amount of rent payable under leases at all properties
            for traditional medical office use is not less than 50% of all rents
            payable under all leases at individual properties.

      In addition to the foregoing discussion, some of the mortgage loans that
we intend to include in the trust fund may permit, in some cases, upon the
satisfaction of certain loan-to-value, debt service coverage ratio, leasing and
other conditions, the release of one or more undeveloped or non-income producing
parcels or outparcels that, in each such case do not represent a significant
portion of the appraised value of the related mortgaged real property or were
not taken into account in underwriting the subject mortgage loan.

MORTGAGE POOL CHARACTERISTICS

      General. A detailed presentation of various characteristics of the
mortgage loans, and of the corresponding mortgaged real properties, on an
individual basis and in tabular format, is shown on Annexes A-1, A-2, B and C to
this prospectus supplement. Some of the terms that appear in those exhibits, as
well as elsewhere in this prospectus supplement, are defined or otherwise
discussed in the glossary to this prospectus supplement. The statistics in the
tables and schedules on Annexes A-1, A-2, B and C to this prospectus supplement
were derived, in many cases, from information and operating statements furnished
by or on behalf of the respective borrowers. The information and the operating
statements were generally unaudited and have not been independently verified by
us or the underwriters.

SIGNIFICANT MORTGAGE LOANS

      The following table shows certain characteristics of the ten largest
mortgage loans or groups of cross-collateralized mortgage loans in the trust, by
cut-off date principal balance.



                                                                      % OF       % OF
                             NUMBER OF                              INITIAL    INITIAL
                              MORTGAGE                     % OF       LOAN       LOAN
                               LOANS/                    INITIAL    GROUP 1    GROUP 2
                  MORTGAGE   MORTGAGED    CUT-OFF DATE   MORTGAGE   MORTGAGE   MORTGAGE
                    LOAN        REAL       PRINCIPAL       POOL       POOL       POOL
   LOAN NAME       SELLER    PROPERTIES     BALANCE      BALANCE    BALANCE    BALANCE
---------------   --------   ----------   ------------   --------   --------   --------

One Pacific       MLML            1       $105,000,000     3.8%       4.8%       0.0%
Plaza
The Commons at    CRF             1       $101,500,000     3.6%       4.7%       0.0%
Calabasas
10 Milk Street    MLML            1       $ 58,000,000     2.1%       2.7%       0.0%
Residence Inn     MLML            1       $ 46,250,000     1.7%       2.1%       0.0%
Bethesda
Mervyn's          PNC             1       $ 45,000,000     1.6%       2.1%       0.0%
Corporate
Headquarters
Millbridge        MLML            1       $ 40,000,000     1.4%       0.0%       6.6%
Apartments
Renaissance III   CRF             1       $ 40,000,000     1.4%       1.8%       0.0%
Retail
Scottsdale        MLML            1       $ 38,000,000     1.4%       1.7%       0.0%


                                              CUT-OFF
                                               DATE
                                             PRINCIPAL
                                 PROPERTY     BALANCE                CUT-OFF
                   PROPERTY        SIZE         PER                  DATE LTV
   LOAN NAME         TYPE       SF/UNIT(1)    SF/UNIT      DSCR       RATIO
---------------   -----------   ----------   ---------   --------   ----------

One Pacific         Office         428,244   $     245    1.31x       75.5%
Plaza
The Commons at      Retail         171,097   $     593    1.21x       79.9%
Calabasas
10 Milk Street      Office         229,843   $     252    1.30x       71.9%
Residence Inn     Hospitality          187   $ 247,326    1.54x       69.5%
Bethesda
Mervyn's            Office         336,000   $     134    1.35x       68.2%
Corporate
Headquarters
Millbridge        Multifamily          848   $  47,170    1.25x       76.0%
Apartments
Renaissance III     Retail         225,973   $     177    1.23x       80.0%
Retail
Scottsdale          Retail         201,565   $     189    1.24x       71.7%



                                      S-92





                                                                      % OF       % OF
                             NUMBER OF                              INITIAL    INITIAL
                              MORTGAGE                     % OF       LOAN       LOAN
                               LOANS/                    INITIAL    GROUP 1    GROUP 2
                  MORTGAGE   MORTGAGED    CUT-OFF DATE   MORTGAGE   MORTGAGE   MORTGAGE
                    LOAN        REAL       PRINCIPAL       POOL       POOL       POOL
   LOAN NAME       SELLER    PROPERTIES     BALANCE      BALANCE    BALANCE    BALANCE
---------------   --------   ----------   ------------   --------   --------   --------

Center
Orlando Airport   MLML            1       $ 35,000,000     1.3%       1.6%       0.0%
Industrial
Broadstone
Vista Ridge       PNC             1       $ 33,300,000     1.2%       0.0%       5.5%
                             ----------   ------------   --------   --------   --------
TOTAL/WEIGHTED
    AVERAGE ...                  10       $542,050,000    19.5%      21.5%      12.1%


                                              CUT-OFF
                                               DATE
                                             PRINCIPAL
                                 PROPERTY     BALANCE                CUT-OFF
                   PROPERTY        SIZE         PER                  DATE LTV
   LOAN NAME         TYPE       SF/UNIT(1)    SF/UNIT      DSCR       RATIO
---------------   -----------   ----------   ---------   --------   ----------

Center
Orlando Airport   Industrial       493,000   $      71    1.37x        73.8%
Industrial
Broadstone
Vista Ridge       Multifamily          372   $  89,516    1.38x        72.4%
                                                         --------   ----------
TOTAL/WEIGHTED
    AVERAGE ...                                           1.31X        74.6%

_____________________

(1)   Property size is indicated in square feet, except with respect to
      hospitality properties (in which case it is indicated in rooms).

      See Annex C to this prospectus supplement for descriptions of the ten
largest mortgage loans or groups of cross-collateralized mortgage loans.

THE LOAN COMBINATIONS

      General. The mortgage pool will include ten (10) mortgage loans that are
each part of a separate Loan Combination. Each of those Loan Combinations
consists of the particular mortgage loan that we intend to include in the trust
and one or more other mortgage loans that we will not include in the trust. 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 real property or properties. The mortgage loans that are
part of 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 effected either through one or more
co-lender agreements or other intercreditor arrangements to which the respective
holders of the subject promissory notes are parties or may be reflected by
virtue of relevant provisions contained in the subject promissory notes and a
common loan agreement. Such co-lender agreements or other intercreditor
arrangements 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.

      The table below identifies each mortgage loan that is part of a Loan
Combination.



                                                                                    U/W DSCR (NCF) AND CUT-OFF
                   MORTGAGE LOANS THAT ARE                           RELATED        DATE LOAN-TO-VALUE RATIO OF
                  PART OF A LOAN COMBINATION                     NON-TRUST LOANS      ENTIRE LOAN COMBINATION

    TRUST MORTGAGE LOAN (AS       CUT-OFF DATE   % OF INITIAL       ORIGINAL                       CUT-OFF DATE
IDENTIFIED ON ANNEX A-1 TO THIS    PRINCIPAL     MORTGAGE POOL      PRINCIPAL                     LOAN-TO-VALUE
    PROSPECTUS SUPPLEMENT)          BALANCE         BALANCE          BALANCE       U/W NCF DSCR       RATIO

Commons at Calabasas(1)(2)        $101,500,000       3.6%        $ 16,000,000         1.21x           79.9%
The Georgia-Alabama Retail        $ 33,000,000       1.2%        $ 47,000,000(3)      1.24x           79.5%
Portfolio
Morehouse Portfolio               $ 17,260,000       0.6%        $    760,000         1.12x           82.9%
Town & Country Shopping Center    $  9,176,000       0.3%        $    581,250         1.08x           83.9%
Hillwood Apartments               $  8,250,000       0.3%        $    400,000         1.15x           79.4%
Ashton Lake Apartments            $  5,280,000       0.2%        $    320,000         1.07x           84.8%
New Sunshine Tech Center          $  4,520,000       0.2%        $    282,000         1.17x           84.2%
Super Center Plaza                $  3,820,000       0.1%        $    238,750         1.19x           85.0%
Quail Creek Plaza                 $  3,800,000       0.1%        $    237,000         1.15x           85.0%
Somerset Meadows                  $  3,400,000       0.1%        $    200,000         1.20x           76.6%


_____________________

(1)   The Commons at Calabasas Loan Combination consists of the related trust
      mortgage loan and a future advance obligation in an amount up to
      $16,000,000. The borrower has issued a promissory note to the holder of
      the future advance obligation, which will be pari passu in right of
      payment (upon such future advance) to the trust mortgage loan. The figures
      presented in this table do not take into account any potential future
      advance.


                                      S-93



(2)   At borrower's request, not more than three years after the loan
      origination date and provided there is no event of default, the future
      advance may be made in an amount equal to the lesser of (a) $16,000,000,
      (b) the amount that, together with the principal indebtedness as of the
      date on which the additional advance is requested to be made, results in a
      debt service coverage ratio of not less than 1.29x, and (c) 80% of the
      appraised value of the additional improvements.

(3)   The original principal balance of the related non-trust loans for the
      Georgia-Alabama Retail Portfolio consists of a $33,000,000 A-note and a
      $14,000,000 B-note.

      The Commons at Calabasas Loan Combination

      General. The Commons at Calabasas Trust Mortgage Loan, which has a cut-off
date principal balance of $101,500,000, representing approximately 3.6% of the
initial mortgage pool balance and approximately 4.7% of the initial loan group 1
balance, is part of the Loan Combination that we refer to as the Commons at
Calabasas Loan Combination. The Commons at Calabasas Loan Combination consists
of the related trust mortgage loan (the "Commons at Calabasas Trust Mortgage
Loan") and a future funding obligation held by Countrywide Commercial Real
Estate Finance, Inc. (which may be sold or transferred at any time) up to the
amount of $16,000,000, upon certain conditions set forth in the loan documents.
Upon the future funding, the promissory note will be pari passu in right of
payment to the Commons at Calabasas Trust Mortgage Loan (such pari passu note,
the "Commons at Calabasas A-Note Non-Trust Mortgage Loan"). The Commons at
Calabasas A-Note Non-Trust Mortgage Loan will not be deposited into the trust,
but will be secured by the same mortgaged real property that secures the Commons
at Calabasas Trust Mortgage Loan. The Commons at Calabasas Loan Combination will
be serviced under the series 2007-7 pooling and servicing agreement. The
relative rights of the holders of the loans comprising the Commons at Calabasas
Loan Combination are governed by the Commons at Calabasas Intercreditor
Agreement.

      Future Advances. The holder of the future funding obligation has the
obligation to advance up to $16,000,000 on or before May 10, 2010, which will be
pari passu to the Commons at Calabasas Trust Mortgage Loan, subject to certain
conditions, including, among other things, (i) the absence of a mortgage loan
event of default, (ii) the debt service coverage ratio of such Loan Combination
(including each future advance previously made) is equal to or greater than
1.29x based on a trailing three month cash flow; and (iii) the delivery of such
other documents as the mortgage loan seller or relevant third party may require.
The Commons at Calabasas Intercreditor Agreement and the related mortgage loan
documents provide that (i) the relevant advancing party will retain the
obligation to make any future advances, (ii) the relevant advancing party will
indemnify the trust against any loss resulting from its failure to fund any such
future advance, and (iii) the relevant advancing party acquired an interest in
the related loan combination entitling it, if any future advance is made, to
amounts repaid by the related borrower in respect of the future advance.

      Priority of Payments. Pursuant to the Commons at Calabasas Intercreditor
Agreement and following a future funding of the Commons at Calabasas A-Note
Non-Trust Mortgage Loan, collections on the Commons at Calabasas Loan
Combination (excluding any amounts as to which other provisions for their
application has been made in the related loan documents) will be allocated
(after application to unpaid servicing fees, unreimbursed costs and expenses
and/or reimbursement of Advances and interest thereon, incurred under the
pooling and servicing agreement) to the issuing entity, as holder of the Commons
at Calabasas Trust Mortgage Loan, and to the holder of the Commons at Calabasas
A-Note Non-Trust Mortgage Loan, on a pari passu and pro rata basis in accordance
with the respective principal balances of the loans.

      Rights of the Holder of the Commons at Calabasas A-Note Non-Trust Mortgage
Loan. Under the Commons at Calabasas Intercreditor Agreement, the holder of the
Commons at Calabasas A-Note Non-Trust Mortgage Loan will have non-binding
consultation rights with respect to any major actions that relate to the Commons
at Calabasas Loan Combination.

      The Georgia-Alabama Retail Portfolio Loan Combination

      General. The Georgia-Alabama Retail Portfolio Trust Mortgage Loan, which
has a cut-off date principal balance of $33,000,000, representing approximately
1.2% of the initial mortgage pool balance and approximately 1.5% of the initial
loan group 1 balance, is part of the Loan Combination that we refer to as the
Georgia-Alabama Retail Portfolio Loan Combination. The Georgia-Alabama Retail
Portfolio Loan Combination consists of the related trust mortgage loan (the
"Georgia-Alabama Retail Portfolio Trust Mortgage Loan"), a mortgage loan that is
pari passu in right of payment with the Georgia-Alabama Retail Portfolio Trust
Mortgage Loan (the "Georgia-


                                      S-94



Alabama Retail Portfolio A-Note Non-Trust Mortgage Loan," and together with the
Georgia-Alabama Retail Portfolio Trust Mortgage Loan, the "Georgia-Alabama
Retail Portfolio Senior Mortgage Loans) and a subordinate mortgage loan (the
"Georgia-Alabama Retail Portfolio B-Note Non-Trust Mortgage Loan"). The
Georgia-Alabama Retail Portfolio Loan Combination is secured by mortgages or
deeds of trust on the subject mortgaged real properties. The Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan and the Georgia-Alabama Retail
Portfolio B-Note Non-Trust Mortgage Loan are currently held by Countrywide
Commercial Real Estate Finance, Inc., or an affiliate of Countrywide Commercial
Real Estate Finance, Inc., and will not be included in the trust fund.

      Priority of Payments. The rights of the holder of the Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan to receive payments of interest,
principal and other amounts are pari passu to the rights of the holder of the
Georgia-Alabama Retail Portfolio Trust Mortgage Loan to receive such amounts.
The rights of the holder of the Georgia-Alabama Retail Portfolio B-Note
Non-Trust Mortgage Loan to receive payments of interest, principal and other
amounts are subordinate to the rights of the holders of the Georgia-Alabama
Retail Portfolio Senior Mortgage Loans to receive such amounts.

      Pursuant to the Georgia-Alabama Retail Portfolio Intercreditor Agreements,
prior to an event of default, collections on the Georgia-Alabama Retail
Portfolio Loan Combination (excluding any amounts as to which other provision
for their application has been made in the related loan documents) will be
allocated (after the application to unpaid servicing fees, unreimbursed costs
and expenses and/or reimbursement of advances and interest thereon, incurred
under the pooling and servicing agreement) generally in the following manner, to
the extent of available funds:

      o     first, to the applicable servicer, all unreimbursed costs and
            expenses paid by such entity;

      o     second, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, an amount equal to all accrued and
            unpaid interest (excluding default interest) on their principal
            balances (net of related servicing fees);

      o     third, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, in an amount equal to scheduled
            principal payments due and their pro rata portion of other principal
            payments attributable to the Georgia-Alabama Retail Portfolio Loan
            Combination in accordance with the related loan documents;

      o     fourth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, in an amount equal to (a) the aggregate amount of all
            payments made by the holder thereof in connection with the exercise
            of its cure rights, (b) all accrued and unpaid interest (excluding
            default interest) on its respective principal balance (net of
            related master servicing fees) and (c) scheduled principal payments
            due in respect of the mortgage loan and its pro rata portion of all
            other principal payments attributable to the Georgia-Alabama Retail
            Portfolio Loan Combination in accordance with the related loan
            documents;

      o     fifth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage Loan,
            on a pari passu basis, any yield maintenance premiums due in respect
            of those mortgage loans under the related loan documents;

      o     sixth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, any yield maintenance premium due in respect of that
            mortgage loan under the related loan documents;

      o     seventh, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan on a pari passu basis, and to the Georgia-Alabama Retail
            Portfolio B-Note Non-Trust Mortgage Loan, in each case on a pro rata
            basis, any default interest, to the extent not payable to any party
            pursuant to the Pooling and Servicing Agreement;


                                      S-95



      o     eighth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, an amount equal to any extension fees,
            to the extent actually paid by the borrower and to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement;

      o     ninth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, on a pro rata basis an amount equal to any extension
            fees, to the extent actually paid by the borrower, to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement;

      o     tenth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan on a pari passu basis and to the Georgia-Alabama Retail
            Portfolio B-Note Non-Trust Mortgage Loan, in each case on a pro rata
            basis, any late payment charges actually paid by the borrower, to
            the extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     eleventh, to the Georgia-Alabama Retail Portfolio Trust Mortgage
            Loan and the Georgia-Alabama Retail Portfolio A-Note Non-Trust
            Mortgage Loan on a pari passu basis and to the Georgia-Alabama
            Retail Portfolio B-Note Non-Trust Mortgage Loan, in each case on a
            pro rata basis (based on their respective initial principal
            balances), any excess amounts paid by, but not required to be
            returned to, the borrower.

      Pursuant to the Georgia-Alabama Retail Portfolio Intercreditor Agreement,
subsequent to the occurrence and during the continuation of a monetary or other
material event of default, collections on the Georgia-Alabama Retail Portfolio
Loan Combination (excluding any amounts as to which other provision for their
application has been made in the related loan documents and excluding (x)
proceeds, awards or settlements to be applied to the restoration or repair of
the related mortgaged property or released to the borrower in accordance with
the Servicing Standard or the related loan documents and (y) all amounts for
required reserves or escrows required by the related loan documents to be held
as reserves or escrows) will be allocated (after application to unpaid servicing
fees, unreimbursed costs and expenses and/or reimbursement of advances and/or
interest thereon, incurred under the pooling and servicing agreement) generally
in the following manner, to the extent of available funds:

      o     first, to the applicable servicer, all unreimbursed costs and
            expenses paid by such entity;

      o     second, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, an amount equal to all accrued and
            unpaid interest (excluding default interest) on their principal
            balances (net of related servicing fees);

      o     third, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, principal payments, until their
            principal balances have been reduced to zero;

      o     fourth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, in an amount equal to (a) the aggregate amount of all
            payments made by the holder thereof in connection with the exercise
            of its cure rights, (b) all accrued and unpaid interest (excluding
            default interest) on its respective principal balance (net of
            related master servicing fees) and (c) principal payments until its
            principal balance has been reduced to zero;

      o     fifth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, any yield maintenance premium due in
            respect of those mortgage loans under the related loan documents;

      o     sixth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, any yield maintenance premium due in respect of that
            mortgage loan under the related loan documents;


                                      S-96



      o     seventh, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis and to the Georgia-Alabama Retail
            Portfolio B-Note Non-Trust Mortgage Loan, in each case on a pro rata
            basis, any default interest, to the extent not payable to any party
            pursuant to the Pooling and Servicing Agreement;

      o     eighth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, an amount equal to any extension fees,
            to the extent actually paid by the borrower, to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement;

      o     ninth, to the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, on a pro rata basis an amount equal to any extension
            fees, to the extent actually paid by the borrower, to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement;

      o     tenth, to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan
            and the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage
            Loan, on a pari passu basis, and to the Georgia-Alabama Retail
            Portfolio B-Note Non-Trust Mortgage Loan, in each case on a pro rata
            basis, any late payment charges actually paid by the borrower, to
            the extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     eleventh, to the Georgia-Alabama Retail Portfolio Trust Mortgage
            Loan and the Georgia-Alabama Retail Portfolio A-Note Non-Trust
            Mortgage Loan, on a pari passu basis, and to the Georgia-Alabama
            Retail Portfolio B-Note Non-Trust Mortgage Loan, in each case on a
            pro rata basis (based on their respective initial principal
            balances), any excess amounts paid by, but not required to be
            returned to, the borrower.

      Consent Rights. Under the Georgia-Alabama Retail Portfolio Intercreditor
Agreement, the Georgia-Alabama Retail Portfolio Controlling Party (as defined in
the "Glossary" below) will be entitled to direct the applicable master servicer
and the special servicer, and the master servicer or the special servicer, as
applicable, may not take any of the following actions without the consent of the
Georgia-Alabama Retail Portfolio Controlling Party:

      o     any acceleration of the mortgage loans in the Georgia-Alabama Retail
            Portfolio Loan Combination (unless such acceleration is by its terms
            automatic under the related loan documents);

      o     any foreclosure upon or comparable conversion (which may include
            acquisition of REO Property) of the ownership of the related
            mortgaged property or any subsequent sale of the mortgaged property
            (including REO Property);

      o     any modification of, or waiver with respect to, (a) the material
            payment terms of the Georgia-Alabama Retail Portfolio Loan
            Combination, (b) any provision of the related loan documents that
            restricts the related borrower or its equity owners from incurring
            additional indebtedness or (c) any other material non-monetary term
            of the Georgia-Alabama Retail Portfolio Loan Combination;

      o     any proposed sale of the mortgaged property other than as
            specifically permitted by the related loan documents;

      o     any acceptance of a discounted payoff of the Georgia-Alabama Retail
            Portfolio Loan Combination;

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

      o     any release of any portion of the mortgaged property (other than in
            accordance with the terms of the related loan documents);


                                      S-97



      o     any acceptance of additional or substitute collateral for the
            Georgia-Alabama Retail Portfolio Loan Combination (other than in
            accordance with the terms of the related loan documents);

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

      o     any acceptance of an assumption agreement releasing the borrower, or
            any guarantor, from liability under the Georgia-Alabama Retail
            Portfolio Loan Combination;

      o     the approval by holder of the Georgia-Alabama Retail Portfolio Trust
            Mortgage Loan of any replacement Special Servicer for the
            Georgia-Alabama Retail Portfolio Loan Combination (other than in
            connection with the Trustee becoming the successor pursuant to the
            terms of the pooling and servicing agreement);

      o     any adoption or approval of any plan or reorganization,
            restructuring or similar plan in the bankruptcy of the borrower;

      o     any renewal or replacement of the then-existing insurance policies
            to the extent that such renewal or replacement does not comply with
            the terms of the related loan documents or any proposed modification
            or waiver of any insurance requirements under the related loan
            documents;

      o     any approval of the incurrence of additional debt by the borrower or
            any mezzanine financing by any direct or indirect beneficial owner
            of the borrower (other than in accordance with the terms of the
            related loan documents) and the approval of any related
            intercreditor agreement;

      o     any release of the borrower or any guarantor from liability under
            the Georgia-Alabama Retail Portfolio Loan Combination;

      o     any transfer or pledge of the mortgaged property or any portion
            thereof or any transfer or pledge of any direct or indirect
            ownership interest in the borrower, except as may be expressly
            permitted by the related loan documents or any consent to an
            assignment and assumption of the Georgia-Alabama Retail Portfolio
            Loan Combination pursuant to the related loan documents;

      o     any replacement of the property manager, if approval is required by
            the related loan documents;

      o     any material reduction or material waiver of any obligations to pay
            any reserve amounts under the related loan documents;

      Consultation Rights. Under the Georgia-Alabama Retail Portfolio
Intercreditor Agreement, the holder of the Georgia-Alabama Retail Portfolio
Trust Mortgage Loan and the applicable servicer are permitted to consult, on a
non-binding basis, with the Georgia-Alabama Retail Portfolio Controlling Party
with respect to certain actions relating to the Georgia-Alabama Retail Portfolio
Loan Combination and the related mortgaged properties including, among other
things, execution or renewal of any lease (if approval is required by the
related loan documents) and waiver of any notice provisions related to
prepayment of all or any portion of the Georgia-Alabama Retail Portfolio Loan
Combination.

      Purchase Option. The Georgia-Alabama Retail Portfolio Intercreditor
Agreement provides that if (a) any principal or interest payment with respect to
the Georgia-Alabama Retail Portfolio Loan Combination becomes delinquent, (b)
the Georgia-Alabama Retail Portfolio Loan Combination has been accelerated, (c)
the principal balance of the Georgia-Alabama Retail Portfolio Loan Combination
is not paid at maturity, (d) the Georgia-Alabama Retail Portfolio Borrower files
a petition for bankruptcy or (e) the Georgia-Alabama Retail Portfolio becomes a
specially serviced loan (and an event of default has occurred and is
continuing), then (if the holder of the Georgia-Alabama Retail Portfolio B-Note
Non-Trust Loan is not then currently curing the subject default and at the time
of such purchase the subject event of default is continuing), the
Georgia-Alabama Retail Portfolio Controlling Party has the option to purchase
the Georgia-Alabama Retail Portfolio Trust Mortgage Loan from the trust fund, at
a price generally equal to the aggregate unpaid principal balance of the
Georgia-Alabama Trust Mortgage Loan, together with all accrued and unpaid
interest on that mortgage loan, to but not including the date of such purchase,


                                      S-98



plus any related servicing compensation, advances and interest on advances
payable or reimbursable to any party to the pooling and servicing agreement.

      Cure Rights. In the event that the related borrower fails to make any
scheduled payments due under the related loan documents, the holder of the
Georgia-Alabama Retail Portfolio B-Note Non-Trust Mortgage Loan will have five
business days from the date of receipt of notice of the subject default (or five
business days from the expiration of any applicable grace period, whichever is
longer) to cure the default. In the event of a non-monetary default by the
related borrower, the holder of the Georgia-Alabama Retail Portfolio B-Note
Non-Trust Mortgage Loan will have 30 days from the date of receipt of notice of
the subject default (or 30 days from the expiration of any applicable grace
period, whichever is longer) to cure the default; provided that if the subject
non-monetary default cannot be cured within 30 days, but the holder of the
Georgia-Alabama Retail Portfolio B-Note Non-Trust Mortgage Loan has commenced
and is diligently prosecuting the cure of the subject default, the cure period
will be extended for an additional period not to exceed 30 additional days.

      Without the prior consent of the holder of the Georgia-Alabama Retail
Portfolio Trust Mortgage Loan, the holder of the Georgia-Alabama Retail
Portfolio B-Note Non-Trust Mortgage Loan will not have the right to cure more
than six cure events during the term of the Georgia-Alabama Retail Portfolio
Loan Combination and no single cure event may exceed three months.

      The MezzCap Loan Combinations

      The Ashton Lake Apartments Mortgage Loan, which has a cut-off date
principal balance of $5,280,000, representing approximately 0.2% of the initial
mortgage pool balance and approximately 0.9% of the initial loan group 2
balance, is part of the Loan Combination that we refer to as the Ashton Lake
Apartments Loan Combination. Morehouse Portfolio Mortgage Loan, which has a
cut-off date principal balance of $17,260,000, representing approximately 0.6%
of the initial mortgage pool balance and approximately 0.8% of the initial loan
group 1 balance, is part of the Loan Combination that we refer to as the
Morehouse Portfolio Loan Combination. Super Center Plaza Mortgage Loan, which
has a cut-off date principal balance of $3,820,000, representing approximately
0.1% of the initial mortgage pool balance and approximately 0.2% of the initial
loan group 1 balance, is part of the Loan Combination that we refer to as the
Super Center Plaza Loan Combination. Town & Country Shopping Center Mortgage
Loan, which has a cut-off date principal balance of $9,176,000, representing
approximately 0.3% of the initial mortgage pool balance and approximately 0.4%
of the initial loan group 1 balance, is part of the Loan Combination that we
refer to as the Town & Country Shopping Center Loan Combination. Quail Creek
Plaza Mortgage Loan, which has a cut-off date principal balance of $3,800,000,
representing approximately 0.1% of the initial mortgage pool balance and
approximately 0.2% of the initial loan group 1 balance, is part of the Loan
Combination that we refer to as the Quail Creek Plaza Loan Combination. New
Sunshine Tech Center Mortgage Loan, which has a cut-off date principal balance
of $4,520,000, representing approximately 0.2% of the initial mortgage pool
balance and approximately 0.2% of the initial loan group 1 balance, is part of
the Loan Combination that we refer to as the New Sunshine Tech Loan Combination.
In each case, the related borrower has encumbered the subject mortgaged real
property with subordinate debt, which constitutes the related B-Note Non-Trust
Loan. In each case, the aggregate debt consisting of the underlying trust
mortgage loan and the related B-Note Non-Trust Loan, which two mortgage loans
constitute a Loan Combination, is secured by a single mortgage or deed of trust
on the subject mortgaged real property. We intend to include each of the
underlying mortgage loans in the trust fund. Each of those B-Note Non-Trust
Loans was sold immediately after origination to Mezz Cap Finance, LLC, and will
not be included in the trust fund. We refer to each of the Ashton Lake
Apartments Loan Combination, the Morehouse Portfolio Loan Combination, the Super
Center Plaza Loan Combination, the Town & Country Shopping Center Loan
Combination, the Quail Creek Plaza Loan Combination and the New Sunshine Tech
Center Loan Combination as a "MezzCap Loan Combination."

      In the case of each MezzCap Loan Combination, the underlying mortgage loan
and related B-Note Non-Trust Loan are cross-defaulted. Each such B-Note
Non-Trust Loan has the same maturity date and prepayment structure as the
related underlying trust mortgage loan. For purposes of the information
presented in this prospectus supplement with respect to each underlying mortgage
loan that is part of any MezzCap Loan Combination, unless the context clearly
indicates otherwise, the loan-to-value ratio and debt service coverage ratio
information reflects only that underlying mortgage loan and does not take into
account the related B-Note Non-Trust Loan.


                                      S-99



      In the case of each MezzCap Loan Combination, the trust, as the holder of
the related underlying mortgage loan, and the holder of the related B-Note
Non-Trust Loan are parties to an intercreditor agreement, which we refer to as a
MezzCap Intercreditor Agreement. The servicing and administration of each
underlying mortgage loan (and, to the extent described below, the related B-Note
Non-Trust Loan) that is part of a MezzCap Loan Combination will be performed by
the applicable master servicer and the special servicer on behalf of the trust
(and, in the case of the related B-Note Non-Trust Loan, on behalf of the holder
of that loan). The applicable master servicer will be required to collect
payments with respect to any B-Note Non-Trust Loan only following the occurrence
of certain events of default with respect to the related MezzCap Loan
Combination set forth in the related MezzCap Intercreditor Agreement, each of
which events of default is referred to as a MezzCap Material Default. The
following describes certain provisions of the MezzCap Intercreditor Agreements.

      Priority of Payments. The rights of the holder of each B-Note Non-Trust
Loan that is part of a MezzCap Loan Combination to receive payments of interest,
principal and other amounts are subordinate to the rights of the holder of the
related underlying mortgage loan to receive such amounts. So long as a MezzCap
Material Default has not occurred or, if a MezzCap Material Default has occurred
but is no longer continuing with respect to a MezzCap Loan Combination, the
borrower under the related MezzCap Loan Combination will be required to make
separate payments of principal and interest to the holder of the related
underlying trust mortgage loan and B-Note Non-Trust Loan. Escrow and reserve
payments will be made to the applicable master servicer on behalf of the trust
as the holder of the underlying mortgage loans. Any voluntary principal
prepayments will be applied as provided in the related loan documents; provided
that any prepayment resulting from the payment of insurance proceeds or
condemnation awards or accepted during the continuance of an event of default
will be applied as though there were an existing MezzCap Material Default. If a
MezzCap Material Default occurs and is continuing with respect to a MezzCap Loan
Combination, then all amounts tendered by the borrower on the related B-Note
Non-Trust Loan will be subordinate to all payments due with respect to the
subject underlying trust mortgage loan and the amounts with respect to the
applicable MezzCap Loan Combination will be paid in the following manner:

      o     first, to the master servicer, the special servicer and the trustee,
            up to the amount of any unreimbursed costs and expenses paid by such
            entity, including unreimbursed advances and interest thereon;

      o     second, to the master servicer and the special servicer, in an
            amount equal to the accrued and unpaid servicing fees and/or other
            compensation earned by them;

      o     third, to the subject underlying mortgage loan, in an amount equal
            to interest (other than default interest) due with respect to the
            subject underlying mortgage loan;

      o     fourth, to the subject underlying mortgage loan, in an amount equal
            to the principal balance of the subject underlying mortgage loan
            until paid in full;

      o     fifth, to the subject underlying mortgage loan, in an amount equal
            to any prepayment premium, to the extent actually paid, allocable to
            the subject underlying mortgage loan;

      o     sixth, to the related B-Note Non-Trust Loan up to the amount of any
            unreimbursed costs and expenses paid by the holder of the related
            B-Note Non-Trust Loan;

      o     seventh, to the related B-Note Non-Trust Loan, in an amount equal to
            interest (other than default interest) due with respect to the
            related B-Note Non-Trust Loan;

      o     eighth, to the related B-Note Non-Trust Loan, in an amount equal to
            the principal balance of the related B-Note Non-Trust Loan until
            paid in full;

      o     ninth, to the related B-Note Non-Trust Loan, in an amount equal to
            any prepayment premium, to the extent actually paid, allocable to
            the related B-Note Non-Trust Loan;

      o     tenth, to the subject underlying mortgage loan and the related
            B-Note Non-Trust Loan, in that order, in an amount equal to any
            unpaid default interest accrued on the subject underlying mortgage
            loan and the related B-Note Non-Trust Loan, respectively; and


                                      S-100



      o     eleventh, to the subject underlying mortgage loan and the related
            B-Note Non-Trust Loan, pro rata, based upon the initial principal
            balances, any amounts actually collected that represent late payment
            charges, other than a prepayment premium or default interest, that
            are not payable to the applicable master servicer, the special
            servicer or the trustee; and

      o     twelfth, any excess, to the subject underlying mortgage loan and the
            related B-Note Non-Trust Loan, pro rata, based upon the initial
            principal balances.

      Notwithstanding the foregoing, amounts payable with respect to a B-Note
Non-Trust Loan that is part of a MezzCap Loan Combination will not be available
to cover all costs and expenses associated with the related underlying mortgage
loan. Unless a MezzCap Material Default exists with respect to a MezzCap Loan
Combination, payments of principal and interest with respect to the related
B-Note Non-Trust Loan will be distributed to the holder of the related B-Note
Non-Trust Loan and, accordingly, will not be available to cover certain expenses
that, upon payment out of the trust fund, will constitute Additional Trust Fund
Expenses. For example, a Servicing Transfer Event could occur with respect to a
MezzCap Loan Combination, giving rise to special servicing fees, at a time when
no MezzCap Material Default exists. In addition, following the resolution of all
Servicing Transfer Events (and presumably all MezzCap Material Defaults) with
respect to a MezzCap Loan Combination, workout fees would be payable. The
special servicer has agreed that special servicing fees, workout fees and
principal recovery fees earned with respect to any B-Note Non-Trust Loan that is
part of a MezzCap Loan Combination will be payable solely out of funds allocable
thereto. However, special servicing compensation earned with respect to an
underlying mortgage loan that is part of a MezzCap Loan Combination, as well as
interest on related advances and various other servicing expenses, will be
payable out of collections allocable to that underlying mortgage loan and/or
general collections on the mortgage pool if collections allocable to the related
B-Note Non-Trust Loan are unavailable or insufficient to cover such items.

      If, after the expiration of the right of the holder of any B-Note
Non-Trust Loan that is part of a MezzCap Loan Combination to purchase the
related underlying mortgage loan (as described under "--Purchase Option" below),
the related underlying mortgage loan or the subject B-Note Non-Trust Loan is
modified in connection with a workout so that, with respect to either the
related underlying mortgage loan or the subject B-Note Non-Trust Loan, (a) the
outstanding principal balance is decreased, (b) payments of interest or
principal are waived, reduced or deferred or (c) any other adjustment is made to
any of the terms of that MezzCap Loan Combination, then all payments to the
trust, as the holder of the related underlying mortgage loan, will be made as if
the workout did not occur and the payment terms of the related underlying
mortgage loan will remain the same. In that case, the holder of the subject
B-Note Non-Trust Loan will be required to bear the full economic effect of all
waivers, reductions or deferrals of amounts due on either the related underlying
mortgage loan or the subject B-Note Non-Trust Loan attributable to the workout
(up to the outstanding principal balance, together with accrued interest, of the
subject B-Note Non-Trust Loan).

      So long as a MezzCap Material Default has not occurred with respect to a
MezzCap Loan Combination, the master servicer will have no obligation to collect
payments with respect to the related B-Note Non-Trust Loan. A separate servicer
of that B-Note Non-Trust Loan will be responsible for collecting amounts payable
in respect of that B-Note Non-Trust Loan. That servicer will have no servicing
duties or obligations with respect to the related underlying mortgage loan or
the related mortgaged real property. If a MezzCap Material Default occurs with
respect to a MezzCap Loan Combination, the master servicer or the special
servicer, as applicable, will (during the continuance of that MezzCap Material
Default) collect and distribute payments for both the related underlying
mortgage loan and the related B-Note Non-Trust Loan according to the sequential
order of priority provided for in the related MezzCap Intercreditor Agreement.

      Consent Rights. Subject to certain limitations with respect to
modifications and certain rights of the holder of a B-Note Non-Trust Loan that
is part of a MezzCap Loan Combination to purchase the related underlying
mortgage loan (as discussed in the next paragraph and under "--Purchase Option"
below), the holder of that B-Note Non-Trust Loan has no voting, consent or other
rights with respect to the master servicer's or special servicer's
administration of, or the exercise of rights and remedies with respect to, the
related MezzCap Loan Combination.

      In the case of each MezzCap Loan Combination, the ability of the master
servicer or the special servicer, as applicable, to enter into any assumption,
amendment, deferral, extension, increase or waiver of any term or provision of
the related B-Note Non-Trust Loan, the related underlying mortgage loan or the
related loan


                                      S-101



documents, is limited by the rights of the holder of the related B-Note
Non-Trust Loan to approve modifications and other actions as contained in the
related MezzCap Intercreditor Agreement; provided that the consent of the holder
of a B-Note Non-Trust Loan will not be required in connection with any
modification or other action with respect to the related MezzCap Loan
Combination after the expiration of the right of the holder of the related
B-Note Non-Trust Loan to purchase the related underlying mortgage loan; and
provided, further, that no consent or failure to provide consent by the holder
of the related B-Note Non-Trust Loan may cause the master servicer or special
servicer to violate applicable law or any term of the series 2007-7 pooling and
servicing agreement, including the Servicing Standard. The holder of a B-Note
Non-Trust Loan that is part of the MezzCap Combination may not enter into any
assumption, amendment, deferral, extension, increase or waiver of the subject
B-Note Non-Trust Loan or the related loan documents without the prior written
consent of the trustee, as holder of the related underlying mortgage loan,
acting through the master servicer and/or the special servicer as specified in
the series 2007-7 pooling and servicing agreement.

      Purchase Option. In the case of each MezzCap Loan Combination, upon the
occurrence of any one of certain defaults that are set forth in the related
MezzCap Intercreditor Agreement, the holder of the related B-Note Non-Trust Loan
will have the right to purchase the related underlying mortgage loan at a
purchase price determined under the related MezzCap Intercreditor Agreement and
generally equal to the sum of (a) the outstanding principal balance of the
related underlying mortgage loan, (b) accrued and unpaid interest on the
outstanding principal balance of the related underlying mortgage loan (excluding
any default interest or other late payment charges), (c) any unreimbursed
servicing advances made by the master servicer, the special servicer or the
trustee with respect to the related mortgaged real property, together with any
advance interest thereon, (d) reasonable out-of-pocket legal fees and costs
incurred in connection with enforcement of the subject MezzCap Loan Combination
by the master servicer or the special servicer in accordance with its duties and
related to an event of default, (e) any interest on any unreimbursed P&I
advances made by the master servicer the trustee with respect to the related
underlying mortgage loan, (f) any related master servicing fees, primary
servicing fees, special servicing fees and trustee's fees payable under the
series 2007-7 pooling and servicing agreement, and (g) out-of-pocket expenses
incurred by the trustee, the special servicer or the master servicer with
respect to the subject MezzCap Loan Combination together with advance interest
thereon.

      The Hillwood Apartments and the Somerset Meadows Loan Combinations

      The Hillwood Apartments Mortgage Loan and the Somerset Meadows Mortgage
Loan (each, a "CFC A-Note Trust Mortgage Loan"), which have a cut-off date
principal balance of $8,250,000 and $3,400,000, respectively, representing
approximately 0.3% and 0.1%, respectively, of the initial mortgage pool balance
and approximately 1.4% and 0.2%, respectively, of the initial loan group 2 and
loan group 1 balances, respectively, are each part of the Loan Combinations that
we refer to as the Hillwood Apartments Loan Combination and the Somerset Meadows
Loan Combination, as applicable. In each case, the related borrower has
encumbered the subject mortgaged real property with subordinate debt, which
constitutes the related "CFC B-Note Non-Trust Loan." In each case, the aggregate
debt consisting of the underlying trust mortgage loan and the related CFC B-Note
Non-Trust Loan, which two mortgage loans constitute a Loan Combination, is
secured by a single mortgage or deed of trust on the subject mortgaged real
property. We intend to include each of the underlying mortgage loans in the
trust fund. Each of the CFC B-Note Non-Trust Loans is currently held by
Countrywide Commercial Real Estate Finance, Inc. and will not be included in the
trust fund. We refer to each of the Hillwood Apartments Loan Combination and the
Somerset Meadows Loan Combination as a "CFC B-Note Loan Combination."

      In the case of each CFC B-Note Loan Combination, the underlying mortgage
loan and related B-Note Non-Trust Loan are cross-defaulted. Each such B-Note
Non-Trust Loan has the same maturity date and prepayment structure as the
related underlying trust mortgage loan. For purposes of the information
presented in this prospectus supplement with respect to each underlying mortgage
loan that is part of any CFC B-Note Loan Combination, unless the context clearly
indicates otherwise, the loan-to-value ratio and debt service coverage ratio
information reflects only that underlying mortgage loan and does not take into
account the related CFC B-Note Non-Trust Loan.

      Priority of Payments. Pursuant to the related intercreditor agreements
(together, the "CFC B-Note Intercreditor Agreements"), the rights of the
respective holders of the CFC B-Note Non-Trust Loans to receive payments of
interest, principal and other amounts are subordinate to the rights of the
holders of the related CFC A-Note Trust Mortgage Loans to receive such amounts.
Prior to an event of default, collections on the respective CFC B-Note Loan
Combination (excluding any amounts as to which other provision for their
application has been made


                                      S-102



in the related loan documents) will be allocated (after the application to
unpaid servicing fees, unreimbursed costs and expenses and/or reimbursement of
advances and interest thereon, incurred under the Pooling and Servicing
Agreement) generally in the following manner, to the extent of available funds:

      o     first, to the applicable servicer, all unreimbursed costs and
            expenses paid by such entity;

      o     second, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to the accrued and unpaid interest (excluding default
            interest) on its principal balance (net of related servicing fees);

      o     third, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to its pro rata portion of all principal payments on the
            related Loan Combination, in accordance with the related loan
            documents;

      o     fourth, to the holders of the CFC B-Note Non-Trust Loans, in an
            amount equal to (a) the aggregate amount of all payments made by the
            holder thereof in connection with the exercise of its cure rights,
            (b) the accrued and unpaid interest (excluding default interest) on
            its respective principal balance (net of the related master
            servicing fees) and (c) its pro rata portion of all principal
            payments on the respective Loan Combination in accordance with the
            related loan documents;

      o     fifth, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to any yield maintenance or prepayment premium actually
            received in respect of the related CFC A-Note Trust Mortgage Loan;

      o     sixth, to the holders of the CFC B-Note Non Trust Loans, in an
            amount equal to any yield maintenance or prepayment premium actually
            received in respect of the related CFC B-Note Non-Trust Loan;

      o     seventh, to the related CFC A-Note Trust Mortgage Loan and the
            holder of the related CFC B-Note Non Trust Loan, in each case on a
            pro rata basis, any default interest to the extent not payable to
            any party pursuant to the Pooling and Servicing Agreement;

      o     eighth, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to any extension fees paid by the related borrower, to the
            extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     ninth, to the holder of the related CFC B-Note Non Trust Loan, in an
            amount equal to any extension fees paid by the related borrower, to
            the extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     tenth, to the related CFC A-Note Trust Mortgage Loan and the holder
            of the related CFC B-Note Non-Trust Loan, in each case on a pro rata
            basis, any late charges paid by the borrower, to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement; and

      o     eleventh, to the related CFC A-Note Trust Mortgage Loan and the
            holder of the related CFC B-Note Non-Trust Loan, in each case on a
            pro rata basis, any excess amount paid by the related borrower that
            is not required to be returned to such borrower pursuant to the
            related loan documents.

      Pursuant to the of the CFC B-Note Intercreditor Agreements, subsequent to
the occurrence and during the continuation of a monetary or other material event
of default, collections on the related CFC B-Note Loan Combination (excluding
any amounts as to which other provision for their application has been made in
the related loan documents) will be allocated (after the application to unpaid
servicing fees, unreimbursed costs and expenses and/or reimbursement of advances
and interest thereon, incurred under the Pooling and Servicing Agreement)
generally in the following manner, to the extent of available funds:

      o     first, to the applicable servicer, all unreimbursed costs and
            expenses paid by such entity;


                                      S-103



      o     second, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to all accrued and unpaid interest (excluding default
            interest) on its principal balance (net of related servicing fees);

      o     third, to the related CFC A-Note Trust Mortgage Loan, principal
            payments until its principal balance has been reduced to zero;

      o     fourth, to the holder of the related CFC B-Note Non-Trust Loan, in
            an amount equal to (a) the aggregate amount of all payments made by
            the holder thereof in connection with the exercise of cure rights,
            (b) all accrued and unpaid interest (excluding default interest) on
            its respective principal balance (net of related master servicing
            fees) and (c) principal payment until its principal balance has been
            reduced to zero;

      o     fifth, to the related CFC A-Note Trust Mortgage Loan, any yield
            maintenance premium or prepayment premium due under the related loan
            documents;

      o     sixth, to the holder of the related CFC B-Note Non-Trust Loan, in an
            amount equal to any yield maintenance premium or prepayment premium
            due under the related loan documents

      o     seventh, to the related CFC A-Note Trust Mortgage Loan and the
            holder of the related CFC B-Note Non Trust Loan, in each case on a
            pro rata basis, any default interest to the extent not payable to
            any party pursuant to the Pooling and Servicing Agreement;

      o     eighth, to the related CFC A-Note Trust Mortgage Loan, in an amount
            equal to any extension fees paid by the related borrower, to the
            extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     ninth, to the holder of the related CFC B-Note Non Trust Loan, in an
            amount equal to any extension fees paid by the related borrower, to
            the extent not payable to any party pursuant to the Pooling and
            Servicing Agreement;

      o     tenth, to the related CFC A-Note Trust Mortgage Loan and the holder
            of the related CFC B-Note Non-Trust Loan, in each case on a pro rata
            basis, any late charges paid by the borrower, to the extent not
            payable to any party pursuant to the Pooling and Servicing
            Agreement; and

      o     eleventh, to the related CFC A-Note Trust Mortgage Loan and the
            holder of the related CFC B-Note Non-Trust Loan, in each case on a
            pro rata basis, any excess amount paid by the related borrower that
            is not required to be returned to such borrower pursuant to the
            related loan documents.

      Consent Rights. The holder of the related CFC B-Note Non-Trust Loan does
not have any voting, consent or other rights related to the master servicer's or
the special servicer's administration of, or the exercise of rights and remedies
with respect to, the related CFC Loan Combination.

      Consultation Rights. The holder of the related CFC B-Note Non-Trust Loan
has non-binding consultation rights.

      Purchase Option. The CFC B-Note Intercreditor Agreements provide that if
(a) any principal or interest payment with respect to the related CFC Loan
Combination becomes delinquent, (b) the related CFC Loan Combination has been
accelerated, (c) the principal balance of the related CFC Loan Combination is
not paid at maturity, (d) the related borrower files a petition for bankruptcy
or (e) the related CFC A-Note Trust Mortgage Loan becomes a specially serviced
loan (and an event of default has occurred and is continuing), then (if the
holder of the related CFC B-Note Non-Trust Loan is not then curing the subject
default and at the time of such purchase the subject event of default is
continuing), the holder of the related CFC B-Note Non-Trust Loan has the option
to purchase the related CFC A-Note Trust Mortgage Loan from the Trust Fund, at a
price generally equal to the aggregate unpaid principal balance of the related
CFC A-Note Trust Mortgage Loan, together with all accrued and unpaid interest on
that mortgage loan, to but not including the date of such purchase, plus any
related servicing


                                      S-104



compensation, advances and interest on advances payable or reimbursable to any
party to the pooling and servicing agreement.

      Cure Rights. In the event the related borrower fails to make any scheduled
payment due under the related loan documents the holder of the related CFC
B-Note Non-Trust Loan will have five business days from the date of receipt of
notice of the subject default (or five business days from the expiration of any
applicable grace period, whichever is longer) to cure the default. In the event
of a non-monetary default by the related borrower, the holder of the related CFC
B-Note Non-Trust Loan will have 30 days from the date of receipt of notice of
the subject default (or 30 days from the expiration of any applicable grace
period, whichever is longer) to cure the default; provided that if the subject
non-monetary default cannot be cured within 30 days, but the holder of the
related CFC B-Note Non-Trust Loan has commenced and is diligently prosecuting
the cure of the subject default, the cure period will be extended for an
additional period not to exceed 30 additional days.

      Without the prior consent of the holder of the related Trust Mortgage
Loan, the holder of the related CFC B-Note Non-Trust Loan will not have the
right to cure more than six cure events during the term of the related CFC Loan
Combination and no single cure event may exceed three months.

ADDITIONAL LOAN AND PROPERTY INFORMATION

      Delinquencies. Each mortgage loan seller will represent in its mortgage
loan purchase agreement that, with respect to the mortgage loans that we will
purchase from that mortgage loan seller, no scheduled payment of principal and
interest under any mortgage loan was 30 days or more past due as of the cut-off
date for such mortgage loan, without giving effect to any applicable grace
period, nor was any scheduled payment 30 days or more delinquent with respect to
any monthly debt service payment at any time since the date of its origination,
without giving effect to any applicable grace period. None of the mortgage loans
has experienced any losses of principal or interest (through forgiveness of debt
or restructuring) since origination.

      Tenant Matters. Described and listed below are certain aspects of the some
of the tenants at the mortgaged real properties for the mortgage loans--

      o     Two-hundred thirty-two (232) of the mortgaged real properties,
            securing approximately 45.2% of the initial mortgage pool balance
            and approximately 57.8% of the initial loan group 1 balance, are, in
            each case, a retail property, an office property or an
            industrial/warehouse property that is leased to one or more major
            tenants that each occupies at least 25.0% of the net rentable area
            of the particular property. A number of companies are major tenants
            at more than one of the mortgaged real properties.

      o     Eighty-nine (89) of the mortgaged real properties, securing
            approximately 12.7% of the initial mortgage pool balance and
            approximately 16.3% of the initial loan group 1 balance, are
            entirely or substantially leased to a single tenant.

      o     There are several cases in which a particular entity is a tenant at
            more than one of the mortgaged real properties, and although it may
            not be a major tenant at any of those properties, it is significant
            to the success of the properties.

      o     Certain tenant leases at the mortgaged real properties (including
            mortgaged real properties leased to a single tenant) have terms that
            are shorter than the terms of the related mortgage loans and, in
            some cases, significantly shorter. See Annex A-1 to this prospectus
            supplement for information regarding lease term expirations with
            respect to the three largest tenants at the mortgaged real
            properties.

      o     Six (6) of the mortgaged real properties, representing security for
            approximately 1.4% of the initial mortgage pool balance, 1 mortgaged
            real property, representing 0.1% of the initial loan group 1 balance
            and 5 mortgaged real properties in loan group 2, representing
            approximately 6.4% of the initial loan group 2 balance, are
            multifamily rental properties that have a material tenant
            concentration of students. Those kinds of mortgaged real properties
            may experience more fluctuations in occupancy rate than other types
            of properties.


                                      S-105



      o     With respect to certain of the mortgage loans, one or more of the
            tenants may be local, state or federal governmental entities
            (including mortgaged real properties leased to a single tenant).
            These entities may have the right to terminate their leases at any
            time, subject to various conditions, including notice to the
            landlord or a loss of available funding.

      o     With respect to certain of the mortgage loans, one or more tenants
            (which may include significant tenants) have lease expiration dates
            or early termination options, that occur prior to the maturity date
            of the related mortgage loan. 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 real 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 real properties.

      o     With respect to certain of the mortgage loans, one or more of the
            tenants at the related mortgaged real property may be "dark", have
            yet to take possession of their leased premises or may have taken
            possession of their leased premises but have yet to open their
            respective businesses to the general public and, in some cases, may
            not have commenced paying rent under their leases.

      Ground Leases. In the case of each of nine (9) mortgaged real properties,
representing approximately 3.1% of the initial mortgage pool balance and
approximately 4.0% of the initial loan group 1 balance, the related mortgage
constitutes a lien on the related borrower's leasehold or sub-leasehold interest
in the subject mortgaged real property, but not on the corresponding fee
interest. In each case (except as specified below), the related ground lease or
sub-ground lease, after giving effect to all extension options exercisable at
the option of the relevant lender, expires more than 10 years after the stated
maturity of the related mortgage loan and the ground lessor has agreed to give
the holder of the related mortgage loan notice of, and the right to cure, any
default or breach by the related ground lessee.

      In the case of one (1) mortgage loan (loan number 66), secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
S8 Portfolio-Coeur d'Alene, representing approximately 0.4% of the initial
mortgage pool balance and approximately 0.5% of the initial loan group 1
balance, the related ground lease expires approximately six years after the
mortgage loan maturity date.

      See "Risk Factors--Lending on Ground Leases Creates Risks for Lenders That
Are Not Present When Lending on an Actual Ownership Interest in a Real Property"
and "Legal Aspects Of Mortgage Loans--Foreclosure--Leasehold Considerations" in
the accompanying base prospectus.

      Additional and Other Financing.

      Additional Secured Debt. In the case of each of the A-Note Trust Mortgage
Loans, the related mortgage also secures the related Non-Trust Loan, which will
not be included in the trust fund. See "--The Loan Combinations" above for a
description of certain aspects of the related Loan Combinations.

      In the case of four (4) mortgage loans, representing approximately 2.5% of
the initial mortgage pool balance (three (3) mortgage loans in loan group 1,
representing approximately 2.5% of the initial loan group 1 balance, and one (1)
mortgage loan in loan group 2, representing approximately 2.4% of the initial
loan group 2 balance), the owners of the related borrowers are permitted to
incur subordinate debt secured by a lien on the related mortgaged real property,
as identified in the table below. The incurrence of this subordinate
indebtedness is generally subject to certain conditions, that may include any
one or more of the following conditions--

      o     consent of the mortgage lender;

      o     satisfaction of loan-to-value tests, which provide that the
            aggregate principal balance of the related mortgage loan and the
            subject subordinate debt may not exceed a specified percentage of
            the value of the related mortgaged real property and debt service
            coverage tests, which provide that the combined debt service
            coverage ratio of the related mortgage loan and the subject
            subordinate loan may not be less than a specified number;


                                      S-106



      o     subordination of the subordinate debt pursuant to a subordination
            and intercreditor agreement; and/or

      o     confirmation from each rating agency that the subordinate financing
            will not result in a downgrade, qualification or withdrawal of the
            then current ratings of the offered certificates.


                                       MORTGAGE LOAN CUT-OFF   MAXIMUM COMBINED LTV   MINIMUM COMBINED
LOAN GROUP   MORTGAGED REAL PROPERTY       DATE BALANCE               RATIO                 DSCR
----------   -----------------------   ---------------------   --------------------   ----------------

    1        Morehead Medical Plaza        $  32,900,000               75%                 1.10x
    1        Rainbow Sunset Pavilion       $  17,150,000               75%            1.25x on actual
                                                                                       loan constant
    2        Mallard Pointe                $  14,700,000               80%                 1.20x
    1        Old Glory                     $   4,990,065               25%                 2.00x


      Except as described above, the mortgage loans do not permit the related
borrowers to enter into additional subordinate or other financing that is
secured by the related mortgaged real properties without the lender's consent.
See "Risk Factors--Risks Relating to the Mortgage Loans--A Borrower's Other
Loans May Reduce the Cash Flow Available to the Mortgaged Real Property Which
May Adversely Affect Payment on Your Certificates; Mezzanine Financing Reduces a
Principal's Equity in, and Therefore Its Incentive to Support, a Mortgaged Real
Property" in this prospectus supplement. See also, See "Risk Factors--Additional
Secured Debt Increases the Likelihood That a Borrower Will Default on a Mortgage
Loan Underlying Your Offered Certificates" and "Legal Aspects Of Mortgage
Loans--Subordinate Financing" in the accompanying base prospectus.

      Mezzanine Debt. In the case of ten (10) mortgage loans, representing
approximately 3.0% of the initial mortgage pool balance (four (4) mortgage loans
in loan group 1, representing approximately 0.9% of the initial loan group 1
balance, and six (6) mortgage loans in loan group 2, representing approximately
10.5% of the initial loan group 2 balance), the owner(s) of the related borrower
have pledged their interests in the borrower to secure secondary financing in
the form of mezzanine debt, as indicated in the table below.



                                                                                                                 INTEREST
                                             MORTGAGE          ORIGINAL                                           RATE ON
 LOAN    LOAN     MORTGAGED PROPERTY       LOAN CUT-OFF     MEZZANINE DEBT    AGGREGATE       MATURITY DATE OF   MEZZANINE
NUMBER   GROUP           NAME              DATE BALANCE        BALANCE       DEBT BALANCE      MEZZANINE LOAN       LOAN
------   -----   ----------------------   ---------------   --------------   --------------   ----------------   ----------

50         2     Evergreen Apartments     $ 14,200,000      $ 1,000,000      $15,200,000       April 8, 2017      12.50%
                 - Las Vegas
60         2     Hollister Place          $ 13,000,000      $ 1,400,000      $14,400,000       March 1, 2017      12.00%
                 Apartments
97         2     Southern Cove            $  8,800,000      $   500,000      $ 9,300,000        May 8, 2017       12.75%
                 Apartments
114        1     Sienna Gardens           $  7,549,801      $   360,000      $ 7,909,801       April 8, 2017      12.50%
174        1     Four Cities Properties   $  5,259,911      $   750,000      $ 6,009,911      August 30, 2021     13.00%
                 Portfolio
187        1     Langhorne Road           $  4,800,000      $   400,000      $ 5,200,000        May 11, 2017      12.50%
16, 17     2     Oak Hollow Apartments,   $ 27,424,101(1)   $16,000,000(1)   $43,424,101(1)         (1)            6.00%(1)
and 18           Meadow Creek
                 Apartments and Briar
                 Creek Apartments
304        1     GSA Chicago Heights      $  1,800,000      $   915,631      $  2,715,631     November 8, 2011     7.00%


_____________________

(1)   With respect to the cross-collateralized and cross-defaulted mortgage
      loans secured by the mortgaged real properties identified on Annex A-1 as
      Oak Hollow Apartments, Meadow Creek Apartments and Briar Creek Apartments,
      the debt balances set forth in the table above represent the aggregate
      mortgage loan cut-off date balances, original mezzanine debt balances and
      combined debt balances, as applicable, for all three mortgage loans. The
      original mezzanine debt balance of $16,000,000 represents the aggregate
      mezzanine debt balances of one senior mezzanine loan in the original
      balance $10,600,000 and one junior mezzanine loan in the original balance
      of $5,400,000, both of which were incurred or assumed by the same
      mezzanine borrower for all three mortgage loans. The senior mezzanine loan
      is evidenced by three separate promissory notes in the original amounts of
      $3,500,000 ("Note A"), 3,000,000 ("Note B") and $4,100,000 ("Note C").
      Note A matures on March 1, 2009 and Note B, Note C and the junior
      mezzanine loan each mature on March 1, 2017. The interest rate on both the
      senior mezzanine loan and junior mezzanine loan is 6% per annum.


                                      S-107



      In the case of each of the above described mortgage loans with existing
mezzanine debt, the mezzanine loan was made by the related mortgage loan seller
as mezzanine lender simultaneously with the origination of the mortgage loan and
is subject to an intercreditor agreement entered into between the holder of the
mortgage loan and the mezzanine lender, under which, generally, among other
covenants and agreements between the mezzanine lender and the mortgage lender,
the mezzanine lender--

      o     has agreed, among other things, not to acquire the equity ownership
            interests in the related mortgage borrower constituting collateral
            securing its related mezzanine loan without either the consent of
            the holder of the mortgage loan or written confirmation from the
            rating agencies that an enforcement action would not cause the
            downgrade, withdrawal or qualification of the then current ratings
            of the offered certificates, unless certain conditions are met
            relating to the identity and status of the transferee of the
            collateral and the replacement property manager and, in certain
            cases, the delivery of an acceptable non-consolidation opinion
            letter by counsel, and

      o     has subordinated and made junior its related mezzanine loan to the
            related mortgage loan (other than as to its interest in the pledged
            collateral) and has the option to purchase the related mortgage loan
            if that mortgage loan becomes a defaulted mortgage loan, and the
            option to cure the default.

      In the case of 33 mortgage loans, representing approximately 14.3% of the
initial mortgage pool balance (29 mortgage loans in loan group 1, representing
approximately 14.5% of the initial loan group 1 balance, and four (4) mortgage
loans in loan group 2, representing approximately 13.4% of the initial loan
group 2 balance), the owners of the related borrowers are permitted to pledge
their ownership interests in the borrowers as collateral for mezzanine debt in
the future, as identified in the table below. The incurrence of this mezzanine
indebtedness is generally subject to certain conditions, that may include any
one or more of the following conditions--

      o     consent of the mortgage lender;

      o     satisfaction of loan-to-value tests, which provide that the
            aggregate principal balance of the related mortgage loan and the
            subject mezzanine debt may not exceed a specified percentage of the
            value of the related mortgaged real property and debt service
            coverage tests, which provide that the combined debt service
            coverage ratio of the related mortgage loan and the subject
            mezzanine loan may not be less than a specified number;

      o     subordination of the mezzanine debt pursuant to a subordination and
            intercreditor agreement; and/or

      o     confirmation from each rating agency that the mezzanine financing
            will not result in a downgrade, qualification or withdrawal of the
            then current ratings of the offered certificates.



 FUTURE MEZZ
--------------
                                                              MORTGAGE       MAX
 LOAN    LOAN                                                  CUT-OFF     COMBINED   MIN COMBINED
NUMBER   GROUP                 PROPERTY NAME                   BALANCE       LTV          DSCR
------   -----   -----------------------------------------   -----------   --------   ------------

   6       2     Millbridge Apartments                       $40,000,000    90.0%        1.07x
  12       1     Kauai Village Retail Center                 $32,900,000    80.0%        1.25x
  21       1     Parkview Village                            $23,400,000    80.0%        1.20x
  25       1     Cingular Wireless - Farmers Branch          $18,944,925    70.0%        1.20x
  26       1     5805 Sepulveda Boulevard                    $18,700,000    80.0%        1.20x
  27       1     Lincoln Center West (Santa Monica)          $18,600,000    80.0%        1.20x
  29       2     Reserve Lofts                               $18,000,000    80.0%        1.00x
  30       2     Willow Springs Apartments(1)                $17,800,000    75.0%        1.20x
  40       1     Brea Imperial Center(3)                     $15,150,000    80.0%        1.20x
  45       1     5 Points Plaza                              $14,600,000    80.0%        1.20x
  48       1     One Turnberry Place                         $14,486,381    80.0%        1.20x
  49       1     Mirbeau Inn and Spa(3)                      $14,237,172    85.0%        1.30x
  52       1     Gristmill Village                           $14,000,000    85.0%        1.07x
  55       1     Meridian Tower(2)                           $13,800,000    85.0%        1.10x



                                      S-108





 FUTURE MEZZ
--------------
                                                              MORTGAGE       MAX
 LOAN    LOAN                                                  CUT-OFF     COMBINED   MIN COMBINED
NUMBER   GROUP                 PROPERTY NAME                   BALANCE       LTV          DSCR
------   -----   -----------------------------------------   -----------   --------   ------------

  78       1     Silgan Containers(6)                        $10,280,000    85.0%        1.10x
  85       1     Bradford Plaza Shopping Center              $9,500,000     80.0%        1.20x
  86       1     Hostess Building(2)                         $9,500,000     80.0%        1.20x
  96       1     Gateway Medical Plaza                       $8,800,000     90.0%        1.05x
 100       1     Radisson Fee Interest(2)                    $8,400,000     85.0%        1.07x
 109       1     Cypress Station Shopping Center (1)         $7,900,000     70.0%        1.20x
 118       1     Rite Hite Holding Company (3)(4)            $7,500,000     90.0%        1.07x
 120       1     Heinz Distribution Center(3)(4)             $7,400,000     90.0%        1.07x
 131       1     4220 Von Karman                             $7,000,000     80.0%        1.15x
 162       1     Solano Diagnostic Imaging                   $5,600,000     90.0%        1.05x
 163       1     Vaca Valley Health Plaza                    $5,600,000     90.0%        1.05x
 165       1     Best Western Rochester Marketplace Inn(5)   $5,567,508       NA           NA
 166       1     438 First Street                            $5,546,800     75.0%        1.20x
 170       2     Cedar Springs Apartments                    $5,300,000     80.0%        1.20x
 188       1     Mesa Ridge                                  $4,800,000     85.0%        1.07x
 216       1     Hampton Inn & Suites(5)                     $3,996,552       NA           NA
 218       1     Anchor Motor Inn - Bayside, NY              $3,988,672     65.0%        1.40x
 239       1     Somerset Meadows                            $3,400,000     80.0%        1.20x
 251       1     3433 Connecticut Avenue                     $3,100,000     80.0%        1.20x


_____________________

(1)   Not permitted to be incurred in the first 24 months of the related loan
      closing.

(2)   Not permitted to be incurred in the first 18 months of the related loan
      closing.

(3)   Not permitted to be incurred in the first 12 months of the related loan
      closing.

(4)   LTV 90% (prior to transfer); 80% (after transfer); DSCR 1.07x (prior to
      transfer); 1.15x (after transfer).

(5)   LTV and DSCR subject to lender's review and approval.

(6)   The tenant must have exercised its expansion option (pursuant to its
      lease) prior to incurring mezzanine debt.

      While a mezzanine lender has no security interest in or rights to the
mortgaged real property securing the related mortgage borrower's mortgage loan,
a default under a mezzanine loan could cause a change in control in the related
mortgage borrower as a result of the realization on the pledged ownership
interests by the mezzanine lender. See "Risk Factors--Risks Relating to the
Mortgage Loans--A Borrower's Other Loans May Reduce the Cash Flow Available to
the Mortgaged Real Property Which May Adversely Affect Payment on Your
Certificates; Mezzanine Financing Reduces a Principal's Equity in, and Therefore
Its Incentive to Support, a Mortgaged Real Property" in this prospectus
supplement.

      Unsecured and Other Debt. The mortgage loans generally do not prohibit the
related borrower from incurring other obligations in the ordinary course of
business relating to the mortgaged real property, including, but not limited to,
trade payables and capital expenditures, or from incurring indebtedness and/or
entering into financing leases secured by or covering equipment or other
personal property located at or used in connection with the mortgaged real
property. Therefore, under certain of the mortgage loans, the borrower has
incurred or is permitted to incur additional financing that is not secured by
the mortgaged real property. In addition, borrowers that have not agreed to
certain special purpose covenants in the related loan documents are not
prohibited from incurring additional debt.

      In addition to the foregoing types of additional debt a borrower may have
incurred or is permitted to incur, we are aware, that in the case of thirteen
(13) mortgage loans (loan numbers 19, 20, 57, 61, 71, 82, 95, 105, 181, 218,
263, 272 and 309), representing approximately 4.7% of the initial mortgage pool
balance, the related borrowers have incurred, or are permitted to incur,
subordinate unsecured indebtedness.

      Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans have any other debt outstanding. We make no
representation with respect to the mortgage loans as to whether any other
subordinate financing currently encumbers


                                      S-109



any mortgaged real property, whether any borrower has incurred material
unsecured debt or whether a third-party holds debt secured by a pledge of an
equity interest in a related borrower.

      Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan, the related originator examined whether the use and
operation of the mortgaged real property were in material compliance with
zoning, land-use, building, fire and health ordinances, rules, regulations and
orders then-applicable to that property. Evidence of this compliance may have
been in the form of legal opinions, surveys, recorded documents, letters from
government officials or agencies, title insurance endorsements, engineering or
consulting reports and/or representations by the related borrower. In some
cases, a certificate of occupancy was not available. Where the property as
currently operated is a permitted nonconforming use and/or structure, an
analysis was generally conducted as to--

      o     the likelihood that a material casualty would occur that would
            prevent the property from being rebuilt in its current form; and

      o     whether existing replacement cost hazard insurance or, if necessary,
            supplemental law or ordinance coverage would, in the event of a
            material casualty, be sufficient--

            1.    to satisfy the entire mortgage loan; or

            2.    taking into account the cost of repair, to pay down the
                  mortgage loan to a level that the remaining collateral would
                  be adequate security for the remaining loan amount.

      Notwithstanding the foregoing, we cannot assure you, however, that any
such analysis, or that the above determinations, were made in each and every
case.

      Lockboxes. Seventy-six (76) mortgage loans, representing approximately
34.3% of the initial mortgage pool balance (71 mortgage loans in loan group 1,
representing approximately 41.1% of the initial loan group 1 balance and five
(5) mortgage loans in loan group 2, representing approximately 9.7% of the
initial loan group 2 balance), generally provide that all rents, credit card
receipts, accounts receivables payments and other income derived from the
related mortgaged real properties will be paid into one of the following types
of lockboxes, each of which is described below.

      o     LOCKBOXES IN EFFECT ON THE DATE OF CLOSING. Income (or a portion
            thereof sufficient to pay monthly debt service) is paid directly to
            a lockbox account controlled by the lender, or both the borrower and
            the lender, except that with respect to multifamily properties,
            income is collected and deposited in the lockbox account by the
            manager of the mortgaged real property and, with respect to
            hospitality properties, cash or "over-the-counter" receipts are
            deposited into the lockbox account by the manager, while credit card
            receivables are deposited directly into a lockbox account. In the
            case of such lockboxes, funds deposited into the lockbox account are
            disbursed either--

            1.    in accordance with the related loan documents to satisfy the
                  borrower's obligation to pay, among other things, debt service
                  payments, taxes and insurance and reserve account deposits; or

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

            In some cases, the lockbox account is currently under the control of
            both the borrower and the lender, to which the borrower will have
            access until the occurrence of the triggering event, after which no
            such access will be permitted. In other cases, the related loan
            documents require the borrower to establish the lockbox but each
            account has not yet been established.


                                      S-110



            For purposes of this prospectus supplement, a lockbox is considered
            to be a "hard" lockbox when income from the subject property is paid
            directly into a lockbox account controlled by the lender. A lockbox
            is considered to be a "soft" lockbox when income from the subject
            property is paid into a lockbox account controlled by the lender, by
            the borrower or a property manager that is affiliated with the
            borrower.

      o     SPRINGING LOCKBOX. Income is collected by or otherwise accessible to
            the borrower until the occurrence of a triggering event, following
            which a lockbox of the type described above is put in place, from
            which funds are disbursed to a lender controlled account and used to
            pay, among other things, debt service payments, taxes and insurance
            and reserve account deposits. Examples of triggering events may
            include:

            1.    a failure to pay the related mortgage loan in full on or
                  before any related anticipated repayment date; or

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

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

            4.    an event of default under the mortgage.

      For purposes of this prospectus supplement, a springing lockbox is an
account, which may be a hard or soft lockbox, that is required to be established
by the borrower upon the occurrence of a trigger event.

      The 76 mortgage loans referred to above provide for lockbox accounts as
follows:



                                                   % OF INITIAL    % OF INITIAL LOAN   % OF INITIAL LOAN
                                    NUMBER OF      MORTGAGE POOL   GROUP 1 PRINCIPAL   GROUP 2 PRINCIPAL
         LOCKBOX TYPE             MORTGAGE LOANS      BALANCE           BALANCE             BALANCE
-------------------------------   --------------   -------------   -----------------   -----------------

Hard                                    47             18.8%              22.5%               5.2%
Soft                                     1              0.5%               0.0%               2.3%
Soft at Closing, Springing Hard          9              9.6%              12.3%               0.0%
None at Closing, Springing Hard         19              5.4%               6.3%               2.1%


      Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans generally require the related borrower
to maintain with respect to the corresponding mortgaged real property the
following insurance coverage--

      o     hazard insurance in an amount that generally is, subject to an
            approved deductible, at least equal to the lesser of--

            1.    the outstanding principal balance of the mortgage loan; and

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

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

            1.    the outstanding principal balance of the related mortgage
                  loan;

            2.    the full insurable replacement cost or insurable value of the
                  improvements on the insured property; and

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


                                      S-111



      o     commercial general liability insurance against claims for personal
            and bodily injury, death or property damage; and

      o     business interruption or rent loss insurance.

      Certain mortgage loans permit a borrower to satisfy its insurance coverage
requirement by permitting its tenant to self-insure (including with respect to
terrorism insurance coverage).

      In general, the mortgaged real properties securing the mortgage loans,
including those properties located in California, are not insured against
earthquake risks. In the case of those properties located in California, other
than those that are manufactured housing communities, self storage facilities or
the Converting Loan, a third-party consultant conducted seismic studies to
assess the probable maximum loss for the property. Other than with respect to
the mortgage loan identified on Annex A-1 to this prospectus supplement as
Santee Alley, none of the resulting reports concluded that a mortgaged real
property was likely to experience a probable maximum loss in excess of 20% of
the estimated replacement cost of the improvements. In the case of the mortgage
loan identified on Annex A-1 to this prospectus supplement as Santee Alley, the
lender waived its requirement that the borrower carry earthquake insurance. Any
losses arising from an earthquake are a recourse obligation of the guarantor for
the related mortgage loan.

      Each master servicer (with respect to each of the mortgage loans serviced
by it, including those of such mortgage loans that have become specially
serviced mortgage loans), and the special servicer, with respect to REO
Properties, will be required to use reasonable efforts, consistent with the
Servicing Standard, to cause each borrower to maintain, or if the borrower does
not maintain, the applicable master servicer will itself maintain, to the extent
available at commercially reasonable rates and that the trustee has an insurable
interest therein, for the related mortgaged real property, all insurance
required by the terms of the loan documents and the related mortgage.

      Where insurance coverage at the mortgaged real property for any mortgage
loan is left to the lender's discretion, the master servicers will be required
to exercise such discretion in accordance with the Servicing Standard, and to
the extent that any mortgage loan so permits, the related borrower will be
required to exercise its efforts to obtain insurance from insurers which have a
minimum claims-paying ability rating of at least "A" by each of S&P and Moody's
(or the obligations of which are guaranteed or backed by a company having such
claims-paying ability), and where insurance is obtained by a master servicer,
such insurance must be from insurers that meet such requirements. In addition to
the foregoing, neither master servicer will be required to cause to be
maintained or to itself obtain and maintain any earthquake or environmental
insurance policy unless a policy providing such coverage was in effect either at
the time of the origination of the related mortgage loan or at the time of
initial issuance of the certificates.

      In some cases, however, insurance may not be available from insurers that
are rated by any of S&P and Moody's. In that case, the applicable master
servicer or the special servicer, as the case may be, will be required to use
reasonable efforts, consistent with the servicing standard, to cause the
borrower to maintain, or will itself maintain, as the case may be, insurance
with insurers having the next highest ratings that are offering the required
insurance at commercially reasonable rates.

      Various forms of insurance maintained with respect to any of the mortgaged
real properties for the mortgage loans, including casualty insurance,
environmental insurance and earthquake insurance, may be provided under a
blanket insurance policy. That blanket insurance policy will also cover other
real properties, some of which may not secure loans in the trust. As a result of
total limits under any of those blanket policies, losses at other properties
covered by the blanket insurance policy may reduce the amount of insurance
coverage with respect to a property securing one of the mortgage loans in the
trust. See "Risk Factors--Risks Related to the Mortgage Loans--The Absence or
Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments
on Your Certificates" in this prospectus supplement and "Risk Factors--Lack of
Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses"
in the accompanying base prospectus.


                                      S-112



      With limited exception, the mortgage loans generally provide that
insurance and condemnation proceeds are to be applied either--

      o     to restore the mortgaged real property; or

      o     towards payment of the mortgage loan.

      If any mortgaged real property is acquired by the trust through
foreclosure, deed in lieu of foreclosure or otherwise following a default on the
related mortgage loan, the special servicer will be required to maintain for
that property generally the same types of insurance policies providing coverage
in the same amounts as were previously required under the related mortgage loan.
The special servicer will not be required to obtain any insurance for an REO
Property that was previously required under the related mortgage if (a) such
insurance is not available at any rate; or (b) as determined by the special
servicer following due inquiry conducted in a manner consistent with the
Servicing Standard and subject to the rights of and consultation with the
controlling class representative, such insurance is not available at
commercially reasonable rates and the subject hazards are not commonly insured
against by prudent owners of similar real properties in similar locales.

      The master servicers and the special servicer may each satisfy their
obligations regarding maintenance of the hazard insurance policies referred to
in this prospectus supplement by maintaining a blanket insurance policy or a
master force-placed insurance policy insuring (or entitling the applicable party
to obtain insurance) against hazard losses on all of the mortgage loans for
which they are responsible. If any blanket insurance policy maintained by a
master servicer or the special servicer contains a deductible clause, however,
the applicable master servicer or the special servicer, as the case may be, will
be required, in the event of a casualty covered by that policy, to pay out of
its own funds all sums that--

      o     are not paid because of the deductible clause; and

      o     would have been paid if an individual hazard insurance policy
            referred to above had been in place.

      The applicable originator and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan. It is expected that each title insurer will enter into
co-insurance and reinsurance arrangements with respect to the title insurance
policy as are customary in the title insurance industry. Subject to standard
exceptions, including those regarding claims made in the context of insolvency
proceedings, each title insurance policy will provide coverage to the trustee
for the benefit of the certificateholders for claims made against the trustee
regarding the priority and validity of the borrower's title to the subject
mortgaged real property.

ASSESSMENTS OF PROPERTY CONDITION

      Property Inspections. All of the mortgaged real properties for the
mortgage loans were inspected in connection with the origination or acquisition
of the related mortgage loan to assess their general condition. No inspection
revealed any patent structural deficiency or any deferred maintenance considered
material and adverse to the interests of the holders of the offered
certificates, except in such cases where adequate reserves have been
established.

      Appraisals. All of the mortgaged real properties for the mortgage loans
were appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute in accordance with the Federal Institutions Reform, Recovery
and Enforcement Act of 1989. The primary purpose of each of those appraisals was
to provide an opinion of the fair market value of the related mortgaged real
property. There can be no assurance that another appraiser would have arrived at
the same opinion of value. The resulting appraised values are shown on Annex A-1
to this prospectus supplement.

      Environmental Assessments. A third-party environmental consultant
conducted a Phase I environmental site assessment, or updated a previously
conducted assessment (which update may have been pursuant to a database update),
with respect to most of the mortgaged real properties except the mortgaged real
property securing the Converting Loan. All of the Phase I environmental site
assessments or updates occurred during the 12-month period ending on the cut-off
date, except with respect to loan numbers 11.15, and 87.


                                      S-113



      In the case of nine (9) mortgaged real properties, representing
approximately 2.7% of the initial mortgage pool balance, and approximately 3.5%
of the initial loan group 1 balance, a third-party consultant also conducted a
Phase II environmental site assessment of each such mortgaged real property.

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

      If the environmental investigations described above identified material
adverse or potentially material adverse environmental conditions at or with
respect to any of the respective mortgaged real properties securing a mortgage
loan or at a nearby property with potential to affect a mortgaged real property,
then one of the following occurred:

      o     an environmental consultant investigated those conditions and
            recommended no further investigations or remediation; or

      o     an operation and maintenance plan or other remediation was required
            and/or an escrow reserve was established to cover the estimated
            costs of obtaining that plan and/or effecting that remediation; or

      o     those conditions were remediated or abated prior to the closing
            date; or

      o     a letter was obtained from the applicable regulatory authority
            stating that no further action was required; or

      o     an environmental liability insurance policy was obtained, a letter
            of credit was provided, an escrow reserve account was established,
            another party has acknowledged responsibility, or an indemnity from
            the responsible party was obtained to cover the estimated costs of
            any required investigation, testing, monitoring or remediation; or

      o     in those cases where an offsite property is the location of a
            leaking underground storage tank or groundwater or soil
            contamination, a responsible party has been identified under
            applicable law, and generally either--

            1.    that condition is not known to have affected the mortgaged
                  real property; or

            2.    the responsible party has either received a letter from the
                  applicable regulatory agency stating no further action is
                  required, established a remediation fund, engaged in
                  responsive remediation, or provided an indemnity or guaranty
                  to the borrower; or

            3.    an environmental insurance policy was obtained (which was not
                  for the primary benefit of a secured lender).

      In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold, and/or radon. Where these
substances were present, the environmental consultant often recommended, and the
related loan documents required--

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

      o     in some cases involving asbestos-containing materials, lead-based
            paint, mold and/or radon, an abatement or removal program or a
            long-term testing program.

      In a few cases, the particular asbestos-containing materials, lead-based
paint, mold and/or radon was in need of repair or other remediation. This could
result in a claim for damages by any party injured by that condition. In certain
cases, the related lender did not require the establishment of an operation and
maintenance plan despite the identification of issues involving
asbestos-containing materials and/or lead-based paint.


                                      S-114



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

      In some cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of a
mortgage loan required the related borrower generally:

      o     to carry out the specific remedial measures prior to closing;

      o     carry out the specific remedial measures post-closing and, if deemed
            necessary by the related originator of the subject mortgage loan,
            deposit with the lender a cash reserve in an amount generally equal
            to 100% to 125% of the estimated cost to complete the remedial
            measures; or

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

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

      In some cases, the environmental assessment for a mortgaged real property
identified potential and, in some cases, significant environmental issues at
nearby properties. The resulting environmental report indicated, however, that--

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

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

      o     a person responsible for remediation had been identified.

      The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged real properties is based on
the environmental site assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by--

      o     us,

      o     any of the other parties to the pooling and servicing agreement,

      o     any of the mortgage loan sellers,

      o     any of the underwriters, or

      o     the affiliates of any of these parties.

      There can be no assurance that the environmental assessments or studies,
as applicable, identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged real properties.

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

      Secured Creditor Environmental Insurance Policy. Certain mortgaged real
properties are covered by individual secured creditor impaired property
environmental insurance policies. In general, each policy insures the trust fund
against losses resulting from certain known and unknown environmental conditions
in violation of applicable environmental standards at the subject mortgage real
properties during the applicable policy periods, which periods continue at least
five years beyond the maturity date of the mortgage loans to which they relate,
provided no foreclosure has occurred. Subject to certain conditions and
exclusions, each insurance policy, by its


                                      S-115



terms, generally provides coverage, up to a maximum of 125% of the original loan
balance against (i) losses resulting from default under the mortgage loans to
which they relate if on site environmental conditions in violation of the
applicable environmental standards are discovered at the mortgage real
properties during the policy periods and no foreclosures of the mortgaged real
properties have taken place, (ii) clean-up costs discovered by the insured
resulting from environmental conditions in violation of the applicable
environmental standards at or emanating from the mortgaged real properties, and
(iii) losses from third-party claims against the trust during the policy period
for any losses for bodily injury, property damage or related claim expenses
caused by conditions in violation of applicable environmental standards.

      The premiums for each of the secured creditor impaired property policies
described above, have been or, as of the date of initial issuance of the offered
certificates, will have been paid in full. We cannot assure you, however, that
should environmental insurance be needed, coverage would be available or
uncontested, that the terms and conditions of such coverage would be met, that
coverage would be sufficient for the claims at issue or that coverage would not
be subject to certain deductibles.

      Engineering Assessments. Except as indicated in the following paragraph,
in connection with the origination of the mortgage loans, a licensed engineer
inspected the related mortgaged real properties except the properties securing
the mortgage loans identified on Annex A-1 to this prospectus supplement as UCLA
Medical Office and Debbie Manor, to assess the structure, exterior walls,
roofing, interior structure and mechanical and electrical systems. The resulting
engineering reports were prepared:

      o     in the case of four hundred thirteen (413) mortgaged real
            properties, representing security for approximately 99.3% of the
            initial mortgage pool balance, during the 12-month period preceding
            the cut-off date,

      o     in the case of one (1) mortgaged real property, representing
            security for approximately 0.3% of the initial mortgage pool
            balance, during the 14-month period preceding the cut-off date; and

      o     in the case of six (6) mortgaged real properties, representing
            security for approximately 0.4% of the initial mortgage pool
            balance, no engineering assessment was prepared.

      The resulting reports indicated deferred maintenance items and/or
recommended capital improvements on the mortgaged real properties. Generally,
with respect to a majority of the mortgaged real properties, where the
engineer's recommended repairs, corrections or replacements were deemed material
by the related originator, the related borrowers were required to carry out the
necessary repairs, corrections or replacements, and in some instances, to
establish reserves, generally in an amount ranging from 100% to 125% of the
licensed engineer's estimated cost of the recommended repairs, corrections or
replacements to fund deferred maintenance or replacement items that the reports
characterized as in need of prompt attention.

ASSIGNMENT OF THE MORTGAGE LOANS

      On or before the date of initial issuance of the offered certificates,
each mortgage loan seller will transfer its mortgage loans to us, and we will
then transfer all the mortgage loans to the trust. In each case, the transferor
will assign the subject mortgage loans, without recourse, to the transferee.

      In connection with the foregoing transfers, the related mortgage loan
seller will be required to deliver the following documents, among others, to the
custodian with respect to each of the mortgage loans--

      o     either:

            1.    the original promissory note, endorsed without recourse to the
                  order of the trustee or in blank; or

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


                                      S-116



      o     the original or a copy of the related mortgage instrument, together
            with originals or copies of any intervening assignments of that
            instrument, in each case, unless the particular document has not
            been returned from the applicable recording office, with evidence of
            recording or certified by the applicable recording office;

      o     the original or a copy of any separate assignment of leases and
            rents, together with originals or copies of any intervening
            assignments of that instrument, in each case, unless the particular
            document has not been returned from the applicable recording office,
            with evidence of recording or certified by the applicable recording
            office;

      o     either:

            1.    a completed assignment of the related mortgage instrument in
                  favor of the trustee or in blank, in recordable form except
                  for completion of the assignee's name if delivered in blank
                  and except for missing recording information; or

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

      o     either:

            1.    a completed assignment of any separate related assignment of
                  leases and rents in favor of the trustee or in blank, in
                  recordable form except for completion of the assignee's name
                  if delivered in blank and except for missing recording
                  information; or

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

      o     an original or copy of the lender's policy or certificate of title
            insurance or, if a title insurance policy has not yet been issued or
            located, a commitment for title insurance, which may be a pro forma
            policy or a marked version of the policy that has been executed by
            an authorized representative of the title company or an agreement to
            provide the same pursuant to binding escrow instructions executed by
            an authorized representative of the title company;

      o     in those cases where applicable, the original or a copy of the
            related ground lease;

      o     originals or copies of any consolidation, assumption, substitution
            and modification agreements in those instances where the terms or
            provisions of the related mortgage instrument or promissory note
            have been consolidated or modified or the subject mortgage loan has
            been assumed; and

      o     a copy of any related letter of credit (the original of which will
            be required to be delivered to the applicable master servicer).

provided that mortgage loan seller may deliver certain documents, including
those identified in the third, fourth and fifth bullets, within the 30-day
period following the date of issuance of the offered certificates.

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

      If--

      o     any of the above-described documents required to be delivered by the
            respective mortgage loan sellers to the custodian is not delivered
            or is otherwise defective in the manner contemplated by the pooling
            and servicing agreement; and


                                      S-117



      o     that omission or defect materially and adversely affects the value
            of, or the interests of the certificateholders in, the subject loan,

then the omission or defect will constitute a material document defect as to
which the certificateholders will have the rights against us described below
under "--Repurchases and Substitutions," provided that no document defect (other
than with respect to a mortgage note, mortgage, title insurance policy, ground
lease or any letter of credit) will be considered to materially and adversely
affect the interests of the certificateholders or the value of the related
mortgage loan unless the document with respect to which the document defect
exists is required in connection with an imminent enforcement of the lender's
rights or remedies under the related mortgage loan, defending any claim asserted
by any borrower or third party with respect to the mortgage loan, establishing
the validity or priority of any lien on any collateral securing the mortgage
loan or for any immediate servicing obligations.

      Within a specified period following the later of--

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

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

the custodian or one or more independent third-party contractors retained at the
expense of the mortgage loan sellers must submit for recording in the real
property records of the applicable jurisdiction each of the assignments of
recorded loan documents in the trustee's favor described above. Because most of
the mortgage loans are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.

REPRESENTATIONS AND WARRANTIES

      In each mortgage loan purchase agreement, the applicable mortgage loan
seller has represented and warranted with respect to each mortgage loan (subject
to certain exceptions specified in each mortgage loan purchase agreement), as of
the issuance date, or as of such other date specifically provided in the
representation and warranty, among other things, generally that:

      (a)   The information relating to the mortgage loan set forth in the loan
            schedule attached to the related mortgage loan purchase agreement
            will be true and correct in all material respects as of the cut-off
            date.

      (b)   Immediately prior to its transfer and assignment of the mortgage
            loan, it had good title to, and was the sole owner of, the mortgage
            loan.

      (c)   The related mortgage instrument is a valid and, subject to the
            exceptions and limitations on enforceability set forth in clause (d)
            below, enforceable first priority lien upon the related mortgaged
            real property, prior to all other liens and there are no other liens
            and/or encumbrances that are pari passu with the lien of the
            mortgage, in any event subject, however, to the Permitted
            Encumbrances, which Permitted Encumbrances do not, individually or
            in the aggregate, materially interfere with the security intended to
            be provided by the related mortgage, the current principal use of
            the related mortgaged real property, the value of the mortgaged real
            property or the current ability of the related mortgaged real
            property to generate income sufficient to service the mortgage loan.

      (d)   The promissory note, the mortgage instrument and each other
            agreement executed by or on behalf of the related borrower in
            connection with the mortgage loan is the legal, valid and binding
            obligation of the related borrower, 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. In addition, each of the foregoing documents is
            enforceable against the related borrower in accordance with its
            terms, except as enforcement may be limited by (1) bankruptcy,
            insolvency, reorganization, receivership, fraudulent transfer and
            conveyance or other similar laws


                                      S-118



            affecting the enforcement of creditors' rights generally, (2)
            general principles of equity, regardless of whether such enforcement
            is considered in a proceeding in equity or at law, and (3) public
            policy considerations regarding provisions purporting to provide
            indemnification for securities law violations, except that certain
            provisions in those documents may be further limited or rendered
            unenforceable by applicable law, but, subject to the limitations set
            forth in the foregoing clauses (1), (2) and (3), such limitations or
            unenforceability will not render those loan documents invalid as a
            whole or substantially interfere with the lender's realization of
            the principal benefits and/or security provided thereby.

      (e)   It has not received notice and has no actual knowledge, of any
            proceeding pending for the condemnation of all or any material
            portion of the mortgaged real property for the mortgage loan.

      (f)   There exists an American Land Title Association or equivalent form
            of the lender's title insurance policy (or, if the title policy has
            yet to be issued, a pro forma policy or a marked up title insurance
            commitment binding on the title insurer) on which the required
            premium has been paid, insuring the first priority lien of the
            related mortgage instrument or, if more than one, mortgage
            instruments, in the original principal amount of the mortgage loan
            after all advances of principal, subject only to Permitted
            Encumbrances, which Permitted Encumbrances do not, individually or
            in the aggregate, materially interfere with the security intended to
            be provided by the related mortgage, the current principal use of
            the related mortgaged real property, the value of the mortgaged real
            property or the current ability of the related mortgaged real
            property to generate income sufficient to service the mortgage loan.

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

      (h)   If the related mortgage instrument is a deed of trust, a trustee,
            duly qualified under applicable law, has either been properly
            designated and currently so serves or may be substituted in
            accordance with the deed of trust and applicable law.

      (i)   Except as identified in the engineering report prepared by an
            independent engineering consultant obtained in connection with the
            origination of the mortgage loan (if such a report was prepared), to
            its knowledge, the related mortgaged real property is in good repair
            and free and clear of any damage that would materially and adversely
            affect its value as security for the mortgage loan, except in any
            such case where an escrow of funds, letter of credit or insurance
            coverage exists sufficient to effect the necessary repairs and
            maintenance.

      In addition to the above-described representations and warranties, each
mortgage loan seller will also make additional representations and warranties
regarding the mortgage loans being sold by them to depositor, which (subject to
certain exceptions specified in each mortgage loan purchase agreement), will
include representations and warranties generally to the following effect:

      o     the borrower is obligated to be in material compliance with
            environmental laws and regulations;

      o     the mortgage loan is eligible to be included in a REMIC;

      o     there are no liens for delinquent real property taxes on the related
            mortgaged real property;

      o     the related borrower is not the subject of bankruptcy proceedings;

      o     if applicable, a mortgage loan secured by a borrower's leasehold
            interest contains certain provisions for the benefit of the lender;
            and


                                      S-119



      o     the borrower is obligated to provide financial information regarding
            the related mortgaged real property on at least an annual basis.

REPURCHASES AND SUBSTITUTIONS

      In the case of (i) a breach of any of the loan-specific representations
and warranties in any mortgage loan purchase agreement that materially and
adversely affects the value of a mortgage loan or the interests of the
certificateholders in that mortgage loan or (ii) a material document defect as
described above under "--Assignment of the Mortgage Loans" above, the applicable
mortgage loan seller, if it does not cure such breach or defect in all material
respects within a period of 90 days following its receipt of notice thereof, is
obligated pursuant to the applicable mortgage loan purchase agreement (the
relevant rights under which have been assigned by us to the trustee) to either
substitute a qualified substitute mortgage loan (so long as that substitution is
effected prior to the second anniversary of the Closing Date) and pay any
substitution shortfall amount or to repurchase the affected mortgage loan within
such 90-day period at the purchase price described below; provided that, unless
the breach or defect would cause the mortgage loan not to be a qualified
mortgage within the meaning of section 860G(a)(3) of the Code, the applicable
mortgage loan seller generally has an additional 90-day period to cure such
breach or defect if it is diligently proceeding with such cure. Each mortgage
loan seller is solely responsible for its repurchase or substitution obligation,
and such obligations will not be our responsibility. The purchase price at which
a mortgage loan seller will be required to repurchase a mortgage loan as to
which there remains an uncured material breach or material document defect, as
described above, will be generally equal to the sum (without duplication) of--

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

      o     all unpaid interest due and accrued with respect to that mortgage
            loan at its mortgage interest rate to, but not including, the due
            date in the collection period of purchase (exclusive of any portion
            of that interest that constitutes Additional Interest), plus

      o     all unpaid interest accrued on Advances made under the pooling and
            servicing agreement with respect to that mortgage loan, plus

      o     all unreimbursed servicing advances made under the pooling and
            servicing agreement with respect to that mortgage loan, plus

      o     any reasonable costs and expenses, including, but not limited to,
            the cost of any enforcement action, incurred by the applicable
            master servicer, the special servicer, the trustee or the trust fund
            in connection with any such purchase by a mortgage loan seller (to
            the extent not included in the preceding bullet), plus

      o     other Additional Trust Fund Expenses related to that mortgage loan,
            including special servicing fees, plus

      o     if the circumstances (which are discussed under "Servicing of the
            Mortgage Loans--Servicing and Other Compensation and Payment of
            Expenses--The Principal Recovery Fee") under which a principal
            recovery fee would be payable to the special servicer are present, a
            principal recovery fee.

      If (i) any mortgage loan is required to be repurchased or substituted for
in the manner described above, (ii) such mortgage loan is then a Crossed Loan,
and (iii) the applicable document defect (including any omission) or breach of a
representation and warranty does not constitute a defect or breach, as the case
may be, as to any other Crossed Loan in such Crossed Group (without regard to
this paragraph), then the applicable defect or breach, as the case may be, will
be deemed to constitute a defect or breach, as the case may be, as to any other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the
related mortgage loan seller will be required to repurchase or substitute for
such other Crossed Loan(s) in the related Crossed Group unless (A) the weighted
average debt service coverage ratio for all the remaining related Crossed Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the weighted average debt service coverage ratio
for all such related Crossed Loans, including the affected Crossed Loan, for the
four calendar quarters immediately preceding the


                                      S-120



repurchase or substitution; and (B) the weighted average loan-to-value ratio of
the remaining related Crossed Loans determined at the time of repurchase or
substitution, based upon an appraisal obtained by the special servicer, is not
greater than the weighted average loan-to-value ratio for all such Crossed
Loans, including the affected Crossed Loan, at the time of repurchase or
substitution. In the event that one or more of such other Crossed Loans satisfy
the aforementioned criteria, the mortgage loan seller may elect either to
repurchase or substitute for only the affected Crossed Loan as to which the
related breach or defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group.

      To the extent that the related mortgage loan seller repurchases or
substitutes only for an affected Crossed Loan as described in the immediately
preceding paragraph while the trustee continues to hold any related Crossed
Loans, we and the related mortgage loan seller will agree in the related
mortgage loan purchase agreement to forbear from enforcing any remedies against
the other's Primary Collateral, but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected Crossed Loans,
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Loans held by such party, then both parties have agreed in the related
mortgage loan purchase agreement to forbear from exercising such remedies until
the loan documents evidencing and securing the relevant mortgage loans can be
modified to remove the threat of material impairment as a result of the exercise
of remedies.

      Notwithstanding the foregoing discussion, if any mortgage loan is
otherwise required to be repurchased or substituted for in the manner described
above, as a result of a document defect or breach with respect to one or more
mortgaged real properties that secure a mortgage loan that is secured by
multiple properties, the related mortgage loan seller will not be required to
effect a repurchase or substitution of the subject mortgage loan if--

      o     the affected mortgaged real property(ies) may be released pursuant
            to the terms of any partial release provisions in the related loan
            documents and such mortgaged real property(ies) are, in fact,
            released,

      o     the remaining mortgaged real property(ies) satisfy the requirements,
            if any, set forth in the loan documents and the applicable mortgage
            loan seller provides an opinion of counsel to the effect that such
            release would not cause either of REMIC I or REMIC II to fail to
            qualify as a REMIC under the Code or result in the imposition of any
            tax on prohibited transactions or contributions after the startup
            day of either REMIC I or REMIC II under the Code, and

      o     the related mortgage loan seller obtains written confirmation from
            each applicable rating agency that the release will not result in a
            qualification, downgrade or withdrawal of any of the then-current
            ratings of the offered certificates.

      Except with respect to breaches of certain representations regarding the
borrower's obligation to pay certain costs (in respect of which the remedy is
the payment of costs), the foregoing substitution or repurchase obligation
constitutes the sole remedy available to the certificateholders and the trustee
for any uncured material breach of any mortgage loan seller's representations
and warranties or material document defects regarding its mortgage loans. There
can be no assurance that the applicable mortgage loan seller will have the
financial resources to repurchase any mortgage loan at any particular time. Each
mortgage loan seller is the sole warranting party in respect of the mortgage
loans sold to us by such mortgage loan seller, and neither we nor any of our
affiliates will be obligated to substitute or repurchase any such affected
mortgage loan in connection with a material breach of a mortgage loan seller's
representations and warranties or material document defects if such mortgage
loan seller defaults on its obligation to do so.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

      The description in this prospectus supplement of the mortgage pool is
based upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to


                                      S-121



the issuance of the offered certificates, unless including those mortgage loans
would materially alter the characteristics of the mortgage pool as described in
this prospectus supplement. We believe that the information in this prospectus
supplement will be generally representative of the characteristics of the
mortgage pool as it will be constituted at the time the offered certificates are
issued; however, the range of mortgage interest rates and maturities, as well as
the other characteristics of the mortgage loans described in this prospectus
supplement, may vary, and the actual initial mortgage pool balance may be as
much as 5% larger or smaller than the initial mortgage pool balance specified in
this prospectus supplement.

      A current report on Form 8-K, together with the pooling and servicing
agreement, will be filed with the Securities and Exchange Commission and be
available to purchasers of the offered certificates on or shortly after the date
of initial issuance of the offered certificates. If mortgage loans are removed
from or added to the mortgage pool, that removal or addition will be noted in
that current report on Form 8-K.

                            TRANSACTION PARTICIPANTS

THE ISSUING ENTITY

      In connection with the issuance of the certificates, the issuing entity
will be ML-CFC Commercial Mortgage Trust 2007-7, a common law trust created
under the laws of the State of New York pursuant to the pooling and servicing
agreement. ML-CFC Commercial Mortgage Trust 2007-7 is sometimes referred to in
this prospectus supplement and the accompanying base prospectus as the "issuing
entity," the "trust" or the "trust fund." We will transfer the mortgage loans to
the trust in exchange for the issuance of the certificates to us or at our
direction. The trust assets will initially consist of the mortgage loans, any
collections of interest or principal thereon that are allocable to the period
after the cut-off date but were received on or prior to the date of initial
issuance of the certificates, and any related reserve or escrow funds being held
pending application as of the date of initial issuance of the certificates.

      The trust's activities will be limited to the transactions and activities
entered into in connection with the securitization described in this prospectus
supplement and, except for those activities, the trust will not be authorized
and will have no power to borrow money or issue debt, merge with another entity,
reorganize, liquidate or sell assets or engage in any business or activities.
Consequently, the trust will not be permitted to hold any assets, or incur any
liabilities, other than those described in this prospectus supplement. Because
the trust will be created pursuant to the pooling and servicing agreement, the
trust and its permissible activities can only be amended or modified by amending
the pooling and servicing agreement. See "Description of the Governing
Documents--Amendment" in the accompanying base prospectus. The fiscal year end
of the trust will be December 31.

      The trust will not have any directors, officers or employees. The trustee,
the master servicers and the special servicer will be responsible for
administration of the trust assets, in each case to the extent of its duties
expressly set forth in the pooling and servicing agreement. Those parties may
perform their respective duties directly or through sub-servicers and/or agents.

      Because the trust fund will be a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as
a "business trust" for purposes of the federal bankruptcy laws. 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

      We are Merrill Lynch Mortgage Investors, Inc., the depositor for the
series 2007-7 securitization transaction. We will acquire the mortgage loans
from the sponsors and the other mortgage loan seller and will transfer the
mortgage loans to the trust. At this time, we are only engaged in the
securitization of mortgage loans of the type described in the accompanying base
prospectus. The accompanying base prospectus contains a more detailed
description of us under the heading "The Depositor."


                                      S-122



THE SPONSORS AND MORTGAGE LOAN SELLERS

      MERRILL LYNCH MORTGAGE LENDING, INC. Merrill Lynch Mortgage Lending, Inc.
("MLML"), our affiliate, an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, one of the underwriters and an affiliate of Merrill Lynch Capital
Services, Inc., the swap counterparty, is one of the sponsors and mortgage loan
sellers. MLML has been originating and/or acquiring multifamily and commercial
mortgage loans for securitization since 1994.

      The table below indicates the size and growth of MLML's commercial
mortgage loan securitization program:

    MERRILL LYNCH MORTGAGE LENDING US LOAN SECURITIZATION/SALE (IN MILLIONS)

                           2004         2005          2006        YTD 2007
                        ----------   ----------    -----------   ----------
Fixed Rate Loans        $  1,965.7   $  5,252.1    $   6,525.0   $  3,122.8
Floating Rate Loans          532.0      1,515.5        2,235.0        318.5
                        ----------   ----------    -----------   ----------
TOTAL                   $  2,497.7   $  6,767.6    $   8,760.0   $  3,441.3

      For additional information regarding MLML, see "The Sponsor" in the
accompanying base prospectus.

      COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC. Countrywide Commercial
Real Estate Finance, Inc. ("CRF") is a California corporation with its principal
offices located in Calabasas, California. CRF is a wholly owned direct
subsidiary of Countrywide Capital Markets, Inc., which is a wholly owned direct
subsidiary of Countrywide Financial Corporation. Countrywide Financial
Corporation, through its subsidiaries, provides mortgage banking and diversified
financial services in domestic and international markets. Founded in 1969,
Countrywide Financial Corporation is headquartered in Calabasas, California. CRF
is an affiliate of Countrywide Securities Corporation, one of the underwriters
and a registered broker dealer specializing in underwriting, buying, and selling
mortgage backed debt securities. CRF is also an affiliate of Countrywide Home
Loans, Inc. ("CHL"), a New York corporation headquartered in Calabasas, CA. CHL
is engaged primarily in the mortgage banking business, and as part of that
business, originates, purchases, sells and services mortgage loans. CHL
originates mortgage loans through a retail branch system and through mortgage
loan brokers and correspondents nationwide. Mortgage loans originated or
serviced by CHL are principally first lien, fixed or adjustable rate mortgage
loans secured by single family residences. CHL and its consolidated
subsidiaries, including Countrywide Servicing, service substantially all of the
mortgage loans CHL originates or acquires. In addition, Countrywide Servicing
has purchased in bulk the rights to service mortgage loans originated by other
lenders.

      CRF was founded in 2004 and originates and purchases from other lenders,
commercial and multifamily mortgage loans for the purpose of securitizing them
in commercial mortgage backed securitization ("CMBS") transactions. CRF also
engages in the origination, and/or buying and selling, of mortgages and other
interests related to commercial real estate for investment and other purposes.

      Neither CRF, CHL, Countrywide Servicing nor any of their affiliates
services the commercial and multifamily loans that CRF originates or acquires
for securitization in CMBS transactions.

      The table below indicates the size and growth of CRF's commercial mortgage
loan origination program:

        COUNTRYWIDE COMMERCIAL REAL ESTATE LOAN ORIGINATION (IN MILLIONS)



                                                                    THROUGH
                           2004         2005          2006        5/21/07(1)         TOTAL
                        ----------   -----------   -----------    -----------     ------------

Hybrid Loans            $        0                                $      29.0     $       29.0
Fixed Rate Loans        $    358.4   $   3,555.0   $   4,510.4    $   3,084.1     $   11,508.0
Floating Rate Loans     $        0   $     394.5   $   1,534.0    $     740.9     $    2,464.9
                        ----------   -----------   -----------    -----------     ------------
TOTAL                   $    358.4   $   3,949.5   $   5,839.9    $   3,853.6     $   14,001.4


__________________

(1) Does not include the series 2007-7 securitization.


                                      S-123



      CRF's Securitization Program. CRF originates multifamily and commercial
mortgage loans throughout the United States since 2004 and may potentially
originate abroad. CRF originates both fixed and floating rate multifamily and
commercial mortgage loans. To date, substantially all of the multifamily and
commercial mortgage loans contributed to commercial mortgage securitizations by
CRF have been originated, directly or through correspondents, by CRF.

      In the normal course of its securitization program, CRF, may also acquire
multifamily and commercial mortgage loans from various third party originators.
These mortgage loans may have been originated using underwriting guidelines not
established by CRF. The trust fund relating to a series of offered certificates
may include mortgage loans originated by one or more of these third parties.

      CRF may also originate multifamily and commercial mortgage loans in
conjunction with third party correspondents and, in those cases, the third party
correspondents may perform the underwriting based on various criteria
established or reviewed by CRF, and CRF would originate the subject mortgage
loan on a specified closing date prior to inclusion in the subject
securitization.

      In connection with its commercial mortgage securitization transactions,
CRF generally transfers the subject mortgage assets to a depositor, who then
transfers those mortgage assets to the issuing entity for the related
securitization. The issuing entity issues commercial mortgage pass through
certificates backed by, and supported by the cash flows generated by, those
mortgage assets.

      CRF and its affiliates also work with rating agencies, unaffiliated
mortgage loan sellers and servicers in structuring the securitization
transaction. Neither CRF nor any of its affiliates acts as servicer of any
multifamily or commercial mortgage loan in the commercial mortgage
securitizations for which it contributes these loans. Instead, CRF and/or the
applicable depositor contract with other entities to service the multifamily and
commercial mortgage loans following their transfer into a trust fund established
with respect to a series of certificates.

      In connection with CRF contributing mortgage loans to a commercial
mortgage securitization transaction, CRF may be obligated, specifically with
respect to the mortgage loans that it is contributing, generally pursuant to a
mortgage loan purchase agreement or other comparable agreement, to:

      o     deliver various specified loan documents;

      o     file and/or record or cause a third party to file and/or record on
            its behalf various specified loan documents and assignments of those
            documents; and

      o     make various loan specific representations and warranties.

      If it is later determined that any mortgage asset contributed by CRF fails
to conform to the specified representations and warranties or there is a defect
in or an omission with respect to certain specified mortgage loan documents
related to that mortgage asset, which breach, defect or omission, as the case
may be, is determined to have a material adverse effect on the value of the
subject mortgage asset or such other standard as is described in the related
prospectus supplement, then after being notified, CRF will generally have an
obligation to cure the subject defect, omission or breach or to repurchase or,
under certain circumstances, substitute the subject mortgage asset.

      The table below indicates the size and growth of CRF's commercial mortgage
loan securitization program:

    COUNTRYWIDE COMMERCIAL REAL ESTATE LOAN SECURITIZATION/SALE (IN MILLIONS)

                                                     THROUGH
                           2005         2006       5/21/2007(1)    TOTAL
                        ----------   -----------   ------------  ---------
Fixed Rate Loans        $  2,914.4   $   4,244.2   $   2,147.3   $ 9,305.9
Floating Rate Loans          102.2         332.6         324.4       759.2
                        ----------   -----------   ------------  ---------
TOTAL                   $  3,016.6   $   4,576.8   $   2,471.7   $10,065.0

__________________

(1)   Does not include the series 2007-7 securitization.


                                      S-124



      CRF's Underwriting Standards. Set forth below is a discussion of certain
general underwriting guidelines of CRF with respect to multifamily and
commercial mortgage loans originated by CRF. The underwriting guidelines
described below may not apply to multifamily and commercial mortgage loans
acquired by CRF from third party originators.

      Notwithstanding the discussion below, given the unique nature of income
producing real properties, the underwriting and origination procedures and the
credit analysis with respect to any particular multifamily or commercial
mortgage loan may differ significantly from one asset to another, and will be
driven by circumstances particular to that property, including, among others,
its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--CRF's Underwriting
Standards" section.

      1.    LOAN ANALYSIS. CRF performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of third
party credit reports, reports resulting from 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, although exceptions may be made from time to time on a case by
case basis. The collateral analysis includes an analysis, in each case to the
extent available, of historical property operating statements, a current rent
roll, a budget and a projection of future performance and a review of tenant
leases. Depending on the type of real property collateral involved and other
relevant circumstances, CRF's underwriting staff and/or legal counsel will
review leases of significant tenants. CRF may also perform a limited qualitative
review with respect to certain tenants located at the real property collateral,
particularly significant tenants, credit tenants and sole tenants. CRF generally
requires third party appraisals, as well as environmental reports, building
condition reports and, if applicable, seismic reports. Each report is reviewed
for acceptability by a CRF staff member or a third party reviewer. The results
of these reviews are incorporated into the underwriting report.

      2.    LOAN APPROVAL. Prior to commitment, all multifamily and commercial
mortgage loans to be originated by CRF must be approved by the CRF credit
committee, which is comprised of representatives of CRF and its affiliates. The
requirements of the committee vary by loan size. The committee may approve a
mortgage loan as presented, request additional due diligence, modify the loan
terms or decline a loan transaction.

      3.    DEBT SERVICE COVERAGE RATIO. The repayment of a multifamily or
commercial mortgage loan is typically dependent upon the successful operation of
the related real property collateral and the ability of that property to
generate income sufficient to make debt service payments on the loan.
Accordingly, in connection with the origination of any multifamily or commercial
mortgage loan, CRF will analyze whether cash flow expected to be derived from
the subject real property collateral will be sufficient to make the required
payments under that mortgage loan, taking into account, among other things,
revenues and expenses for, and other debt currently secured by, or that in the
future may be secured by, the subject real property collateral as well as debt
secured by pledges of the ownership interests in the related borrower.

      The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

      o     the amount of income, net of operating expenses and capital
            expenditures, derived or expected to be derived from the related
            real property collateral for a given period that is available to pay
            debt service on the subject mortgage loan, to

      o     the sum of the scheduled payments of principal and/or interest
            during that given period required to be paid (i) on the subject
            mortgage loan under the related loan documents and (ii) on any other
            loan that is secured by a lien of senior or equal priority on the
            related real property collateral.

      However, the amount described in the first bullet of the preceding
sentence is often a highly subjective number based on variety of assumptions
regarding, and adjustments to, revenues and expenses with respect to the related
real property collateral.


                                      S-125



      For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, CRF may utilize annual net cash flow
that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:

      o     the assumption that a particular tenant at the subject real property
            collateral that has executed a lease, but has not yet taken
            occupancy and/or has not yet commenced paying rent, will take
            occupancy and commence paying rent on a future date;

      o     the assumption that an unexecuted lease that is currently being
            negotiated with respect to a particular tenant at the subject real
            property collateral or is out for signature will be executed and in
            place on a future date;

      o     the assumption that a portion of currently vacant and unleased space
            at the subject real property collateral will be leased at current
            market rates and consistent with occupancy rates of comparable
            properties in the subject market;

      o     the assumption that certain rental income that is to be payable
            commencing on a future date under a signed lease, but where the
            subject tenant is in an initial rent abatement or free rent period
            or has not yet taken occupancy, will be paid commencing on such
            future date;

      o     assumptions regarding the probability of renewal of particular
            leases and/or the re leasing of certain space at the subject real
            property collateral and the anticipated effect on capital and re
            leasing expenditures; and

      o     various additional lease up assumptions and other assumptions
            regarding the payment of rent not currently being paid.

      There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.

      Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by CRF, calculated as described above, will be equal
to or greater than 1.20:1 (subject to the discussion under "--Additional Debt"
below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or related real property
collateral. For example, CRF may originate a multifamily or commercial mortgage
loan with a debt service coverage ratio below 1.20:1 based on, among other
things, the amortization features of the mortgage loan (for example, if the
mortgage loan provides for relatively rapid amortization) the type of tenants
and leases at the subject real property collateral, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, CRF's judgment
of improved property performance in the future and/or other relevant factors. In
addition, CRF may originate a multifamily loan on a property in what is
considered by CRF to be a strong market at a debt service coverage ratio that is
lower than 1.20:1.

      4.    LOAN TO VALUE RATIO. CRF also looks at the loan to value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan to value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--

      o     the sum of the then outstanding principal balance of the subject
            mortgage loan and any other loans that are secured by liens of
            senior or equal priority on the related real property collateral, to

      o     the estimated as is or as stabilized value of the related real
            property collateral based on an appraisal, a cash flow analysis, a
            recent sales price or another method or benchmark of valuation.

      Generally, the loan to value ratio for multifamily and commercial mortgage
loans originated by CRF, calculated as described above, will be equal to or less
than 81% (subject to the discussion under "--Additional Debt" below); however,
exceptions may be made when consideration is given to circumstances particular
to the mortgage loan or related real property collateral. For example, CRF may
originate a multifamily or commercial mortgage loan with a loan to value ratio
above 81% based on, among other things, the amortization features of the


                                      S-126



mortgage loan (for example, if the mortgage loan provides for relatively rapid
amortization), the type of tenants and leases at the subject real property
collateral, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, CRF or the appraiser's judgment of improved property
performance in the future and/or other relevant factors.

      5.    ADDITIONAL DEBT. When underwriting a multifamily or commercial
mortgage loan, CRF will take into account whether the subject real property
collateral and/or direct or indirect interest in a related borrower are
encumbered by additional debt and will analyze the likely effect of that
additional debt on repayment of the subject mortgage loan. It is possible that
CRF or an affiliate will be the lender on that additional debt.

      The debt service coverage ratio described above under "--Debt Service
Coverage Ratio" and the loan to value ratio described above under "--Loan to
Value Ratio" may be below 1.20:1 and above 81%, respectively, based on the
existence of additional debt secured by the related real property collateral or
directly or indirectly by equity interests in the related borrower.

      6.    ASSESSMENTS OF PROPERTY CONDITION. As part of the underwriting
process, CRF will analyze the condition of the real property collateral for a
prospective multifamily or commercial mortgage loan. To aid in that analysis,
CRF may, subject to certain exceptions, inspect or retain a third party to
inspect the property and will obtain the property assessments and reports
described below.

      (a)   Appraisals. CRF will, in most cases, require that the real property
            collateral for a prospective multifamily or commercial mortgage loan
            be appraised by a state certified appraiser or an appraiser
            belonging to the Appraisal Institute, a membership association of
            professional real estate appraisers. In addition, CRF will generally
            require that those appraisals be conducted in accordance with the
            Uniform Standards of Professional Appraisal Practices developed by
            The Appraisal Foundation, a not for profit organization established
            by the appraisal profession. Furthermore, the appraisal report will
            usually include or be accompanied by a separate letter that includes
            a statement by the appraiser that the guidelines in Title XI of the
            Financial Institutions Reform, Recovery and Enforcement Act of 1989
            were followed in preparing the appraisal. In some cases, however,
            CRF may establish the value of the subject real property collateral
            based on a cash flow analysis, a recent sales price or another
            method or benchmark of valuation.

      (b)   Environmental Assessment. CRF may require a Phase I environmental
            assessment with respect to the real property collateral for a
            prospective multifamily or commercial mortgage loan. However, when
            circumstances warrant, CRF may utilize an update of a prior
            environmental assessment or a desktop review. Alternatively, CRF
            might forego an environmental assessment in limited circumstances,
            such as when it requires the borrowers or its principal to obtain an
            environmental insurance policy or an environmental guarantee.
            Furthermore, an environmental assessment conducted at any particular
            real property collateral will not necessarily cover all potential
            environmental issues. For example, an analysis for radon, lead based
            paint and lead in drinking water will usually be conducted only at
            multifamily rental properties and only when CRF or the environmental
            consultant believes that such an analysis is warranted under the
            circumstances.

      Depending on the findings of the initial environmental assessment, CRF may
require additional record searches or environmental testing, such as a Phase II
environmental assessment with respect to the subject real property collateral.

      (c)   Engineering Assessment. In connection with the origination process,
            CRF may require that an engineering firm inspect the real property
            collateral for any prospective multifamily or commercial mortgage
            loan to assess the structure, exterior walls, roofing, interior
            structure and/or mechanical and electrical systems. Based on the
            resulting report, CRF will determine the appropriate response to any
            recommended repairs, corrections or replacements and any identified
            deferred maintenance.

      (d)   Seismic Report. If the subject real property collateral includes any
            material improvements and is located in California or in seismic
            zones 3 or 4, CRF may require a report to establish the probable
            maximum or bounded loss for the improvements at the property as a
            result of an earthquake. If that loss is equal to or greater than
            20% of the estimated replacement cost for the improvements at


                                      S-127



            the property, CRF may require retrofitting of the improvements or
            that the borrower obtain earthquake insurance if available at a
            commercially reasonable price. It should be noted, however, that in
            assessing probable maximum loss different assumptions may be used
            with respect to each seismic assessment, it is possible that some of
            the real properties that were considered unlikely to experience a
            probable maximum loss in excess of 20% of estimated replacement cost
            might have been the subject of a higher estimate had different
            assumptions been used.

      7.    ZONING AND BUILDING CODE COMPLIANCE. In connection with the
origination of a multifamily or commercial mortgage loan, CRF will generally
examine whether the use and occupancy of the related real property collateral is
in material compliance with zoning, land use, building rules, regulations and
orders then applicable to that property. Evidence of this compliance may be in
the form of one or more of the following: legal opinions; surveys; recorded
documents; temporary or permanent certificates of occupancy; letters from
government officials or agencies; title insurance endorsements; engineering or
consulting reports; zoning reports; and/or representations by the related
borrower.

      Where a property as currently operated is a permitted non conforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, CRF will analyze
whether--

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

      o     casualty insurance proceeds together with the value of any
            additional collateral would be available in an amount estimated by
            CRF to be sufficient to pay off the related mortgage loan in full;

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

      o     to require the related borrower to obtain law and ordinance
            insurance (which may or may not be adequate to cover any potential
            related loss).

      8.    ESCROW REQUIREMENTS. Based on its analysis of the real property
collateral, the borrower and the principals of the borrower, CRF may require a
borrower under a multifamily or commercial mortgage loan to fund various escrows
for taxes and/or insurance, capital expenses, replacement reserves and/or
environmental remediation. CRF 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 CRF. Furthermore, CRF may accept an alternative to a
cash escrow or reserve from a borrower, such as a letter of credit or a
guarantee from the borrower or an affiliate of the borrower or periodic evidence
that the items for which the escrow or reserve would have been established are
being paid or addressed. In certain situations, CRF may not require any reserves
or escrows.

      Notwithstanding the foregoing discussion under this "--CRF's Underwriting
Standards" section, CRF may sell mortgage loans to the depositor for inclusion
in the trust fund that vary from, or do not comply with, CRF's underwriting
guidelines. In addition, in some cases, CRF's and/or its affiliates may not have
strictly applied these underwriting guidelines as the result of a case by case
permitted exception based upon other compensating factors.

      ARTESIA MORTGAGE CAPITAL CORPORATION. Artesia Mortgage Capital Corporation
("Artesia") is a Delaware Corporation, with its principal offices in Issaquah,
Washington. Artesia is a wholly owned non-bank U.S. subsidiary of Dexia Bank.
Dexia Bank, which is rated "AA+" by Fitch, "AA" by S&P and "Aa2" by Moody's, is
part of Dexia Group, a diversified financial services firm located in Brussels,
Belgium with a balance sheet of 567 billion Euros ($748 billion) and a stock
market capitalization of approximately 24 billion Euros ($32 billion) as of
December 2006.

      Artesia is a sponsor of this securitization transaction and acquired or
originated and underwrote 53 mortgage loans included in the trust.

      Artesia originates commercial and multifamily mortgage loans for the
purpose of securitizing them in commercial mortgage-backed securitization
("CMBS") transactions.


                                      S-128



      Artesia also engages in the origination, and/or buying and selling, of
mortgages and other interests in mortgage loans for investment purposes.

      Artesia's Securitization Program

      Artesia, directly or through correspondents, originates multifamily and
commercial mortgage loans throughout the United States. Artesia has been engaged
in the origination of multifamily and commercial mortgage loans for
securitization since 1996. The multifamily and commercial mortgage loans
originated and securitized by Artesia include both fixed-rate loans and
floating-rate loans and both conduit balance loans, which are average-sized
loans by industry standards, and large balance loans. Most of the multifamily
and commercial mortgage loans included in commercial mortgage securitizations by
Artesia have been originated, directly or through correspondents, by Artesia.
During the fiscal years 2001 through 2006, the aggregate annual principal
balance of commercial mortgage loans securitized by Artesia ranged from
approximately $412.6 million in 2001, to approximately $610.1 million in 2003,
to approximately $1.5 billion in 2005 and to approximately $2.0 billion in 2006.

      When originating mortgage loans in conjunction with third-party
correspondents, Artesia performs the underwriting based on its underwriting
criteria (see "--Artesia's Underwriting Standards" below) and originates the
subject mortgage loan on a specified closing date prior to inclusion in the
subject securitization.

      In addition, in the normal course of its securitization program, Artesia
may also acquire multifamily and commercial mortgage loans from various third
party originators. These mortgage loans may have been originated using
underwriting guidelines not established by Artesia.

      In connection with the commercial mortgage securitization transactions it
is involved in, Artesia generally transfers the subject mortgage assets to a
depositor, who then transfers those mortgage assets to the issuing entity for
the related securitization. In return for the transfer of the subject mortgage
assets by the depositor to the issuing entity, the issuing entity issues
commercial mortgage pass-through certificates backed by, and supported by the
cash flows generated by, those mortgage assets.

      Artesia also works, with respect to the mortgage loans it has originated,
with rating agencies, unaffiliated sponsors, originators and servicers in
putting together the securitization transaction. Artesia will generally act as a
sponsor or originator in the commercial mortgage securitization transactions to
which it contributes mortgage loans. Artesia does not act as servicer of the
multifamily and commercial mortgage loans in the commercial mortgage
securitizations it is involved in. Instead, Artesia and/or the related depositor
contract with other entities to service the multifamily and commercial mortgage
loans following their transfer into an issuing entity for a series of
securities.

      Artesia may be obligated, specifically with respect to the mortgage loans
that it is contributing, generally pursuant to a mortgage loan purchase
agreement or other comparable agreement, to:

      o     deliver various specified loan documents;

      o     file and/or record various specified loan documents and assignments
            of those documents; and

      o     make various loan-specific representations and warranties.

      If it is later determined that any mortgage asset contributed by Artesia
fails to conform to the specified representations and warranties or there is a
defect in or an omission with respect to certain specified mortgage loan
documents related to that mortgage asset, which breach, defect or omission, as
the case may be, is determined to have a material adverse effect on the value of
the subject mortgage asset and/or the interests of holders of securities issued
in connection with the subject commercial mortgage securitization transaction,
then Artesia will generally have an obligation to cure the subject defect,
omission or breach or to repurchase or replace the subject mortgage asset.


                                      S-129



      Artesia's Underwriting Standards

      General. Set forth below is a discussion of certain general underwriting
guidelines of Artesia with respect to multifamily and commercial mortgage loans
originated by Artesia. The underwriting guidelines described below may not--and
generally will not--apply to multifamily and commercial mortgage loans acquired
by Artesia from third-party originators.

      Notwithstanding the discussion below, given the unique nature of
income-producing real properties, the underwriting and origination procedures
and the credit analysis with respect to any particular multifamily or commercial
mortgage loan may differ significantly from one asset to another, and will be
driven by circumstances particular to that property, including, among others,
its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--Artesia's Underwriting
Standards" section.

      Loan Analysis. Artesia performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of
third-party credit reports, reports resulting from 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, although exceptions may be made from time to time on a
case-by-case basis. The collateral analysis includes an analysis, in each case
to the extent available, of historical property operating statements, rent rolls
and a projection of future performance and a review of tenant leases. Depending
on the type of real property involved and other relevant circumstances,
Artesia's underwriting staff, third party reviewers, and/or legal counsel will
review leases of significant tenants. Artesia may also perform a limited
qualitative review with respect to certain tenants located at the subject
property, particularly significant tenants, credit tenants and sole tenants.
Artesia generally requires third-party appraisals, as well as environmental
reports, building condition reports and, if applicable, seismic reports. Each
report is reviewed for acceptability by an Artesia staff member or a third-party
reviewer. The results of these reviews are incorporated into the underwriting
report.

      Loan Approval. Prior to commitment, all multifamily and commercial
mortgage loans to be originated by Artesia must be approved by one or more
--depending on loan size--specified credit committees of Artesia or Dexia Bank.
The credit committee(s) responsible for loan approval may approve a mortgage
loan as recommended, request additional due diligence, modify the loan terms or
decline a loan transaction.

      Debt Service Coverage Ratio. The repayment of a multifamily or commercial
mortgage loan is typically dependent upon the successful operation of the
related mortgaged property and the ability of that property to generate income
sufficient to make payments on the loan. Accordingly, in connection with the
origination of any multifamily or commercial mortgage loan, Artesia will analyze
whether cash flow expected to be derived from the subject mortgaged property
will be sufficient to make the required payments under that mortgage loan,
taking into account, among other things, revenues and expenses for, and other
debt currently secured by, or that in the future may be secured by, the subject
mortgaged property as well as debt secured by pledges of the ownership interests
in the related borrower.

      The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

      o     the amount of income, net of operating expenses, capital
            expenditures and other amounts required to be reserved for various
            purposes, derived or expected to be derived from the related
            mortgaged property for a given period that is available to pay debt
            service on the subject mortgage loan, to

      o     the scheduled payments of principal and/or interest during that
            given period on the subject mortgage loan and any other loans that
            are secured by liens of senior or equal priority on the related
            mortgaged property.


                                      S-130



However, the amount described in the first bullet of the preceding sentence is
often a highly subjective number based on variety of assumptions regarding, and
adjustments to, revenues and expenses with respect to the related mortgaged
property.

      For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, Artesia may utilize annual net cash
flow that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:

      o     the assumption that a particular tenant at the subject mortgaged
            property that has executed a lease, but has not yet taken occupancy
            and/or has not yet commenced paying rent, will take occupancy and
            commence paying rent on a future date;

      o     the assumption that an unexecuted lease that is currently being
            negotiated with respect to a particular tenant at the subject
            mortgaged property or is out for signature will be executed and in
            place on a future date;

      o     the assumption that a portion of currently vacant and unleased space
            at the subject mortgaged property will be leased at current market
            rates and consistent with occupancy rates of comparable properties
            in the subject market;

      o     the assumption that certain rental income that is to be payable
            commencing on a future date under a signed lease, but where the
            subject tenant is in an initial rent abatement or free rent period
            or has not yet taken occupancy, will be paid commencing on such
            future date;

      o     assumptions regarding the probability of renewal of particular
            leases and/or the re-leasing of certain space at the subject
            mortgaged property and the anticipated effect on capital and
            re-leasing expenditures; and

      o     various additional lease-up assumptions and other assumptions
            regarding the payment of rent not currently being paid.

      There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.

      Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by Artesia, calculated as described above, will be
equal to or greater than 1.20x (subject to the discussion under "--Additional
Debt" below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or the related mortgaged property.
For example, Artesia may originate a multifamily or commercial mortgage loan
with a debt service coverage ratio below 1.20x based on, among other things, the
amortization features of the mortgage loan (for example, if the mortgage loan
provides for relatively rapid amortization), the type of tenants and leases at
the subject mortgaged property, the taking of additional collateral such as
reserves, letters of credit and/or guarantees, Artesia's judgment of improved
property performance in the future and/or other relevant factors.

      While the foregoing discussion generally reflects how calculations of debt
service coverage ratios are made, it does not necessarily reflect the specific
calculations made to determine the debt service coverage ratios presented in
this prospectus supplement.

      Loan-to-Value Ratio. Artesia also looks at the loan-to-value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan-to-value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--

      o     the then outstanding principal balance of the subject mortgage loan
            and any other loans that are secured by liens of senior or equal
            priority on the related mortgaged property, to


                                      S-131



      o     the estimated value of the related mortgaged property based on an
            appraisal, a cash flow analysis, a recent sales price or another
            method or benchmark of valuation.

      Generally, the loan-to-value ratio for multifamily and commercial mortgage
loans originated by Artesia, calculated as described above, will be equal to or
less than 80% (subject to the discussion under "--Additional Debt" below);
however, exceptions may be made when consideration is given to circumstances
particular to the mortgage loan or the related mortgaged property. For example,
Artesia may originate a multifamily or commercial mortgage loan with a
loan-to-value ratio above 80% based on, among other things, the amortization
features of the mortgage loan (for example, if the mortgage loan provides for
relatively rapid amortization), the type of tenants and leases at the subject
mortgaged property, the taking of additional collateral such as reserves,
letters of credit and/or guarantees, Artesia's judgment of improved property
performance in the future and/or other relevant factors.

      Additional Debt. When underwriting a multifamily or commercial mortgage
loan, Artesia will take into account whether the subject real property and/or
direct or indirect interest in a related borrower are encumbered by additional
debt and will analyze the likely effect of that additional debt on repayment of
the subject mortgage loan. It is possible that Artesia will be the lender on
that additional debt.

      The debt service coverage ratios described above under "--Debt Service
Coverage Ratio" and the loan-to-value ratios described above under
"--Loan-to-Value Ratio" may be below 1.20x and above 80%, respectively, based on
the existence of additional debt secured by the related mortgaged property or
directly or indirectly by equity interests in the related borrower.

      Assessments of Property Condition. As part of the underwriting process,
Artesia will analyze the condition of the real property for a prospective
multifamily or commercial mortgage loan. To aid in that analysis, Artesia may,
subject to certain exceptions, inspect or retain a third party to inspect the
property and will obtain the property assessments and reports described below.

      Appraisals. Artesia will, in most cases, require that the real property
for a prospective multifamily or commercial mortgage loan be appraised by a
state certified appraiser or an appraiser belonging to the Appraisal Institute,
a membership association of professional real estate appraisers. In addition,
Artesia will generally require that those appraisals be conducted in accordance
with the Uniform Standards of Professional Appraisal Practices developed by The
Appraisal Foundation, a not-for-profit organization established by the appraisal
profession. Furthermore, the appraisal report will usually include or be
accompanied by a separate letter that includes a statement by the appraiser that
the guidelines in Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 were followed in preparing the appraisal. In some cases,
however, Artesia may establish the value of the subject real property based on a
cash flow analysis, a recent sales price or another method or benchmark of
valuation.

      Environmental Assessment. Artesia may require a Phase I environmental
assessment with respect to the real property for a prospective multifamily or
commercial mortgage loan. However, when circumstances warrant, Artesia may
utilize an update of a prior environmental assessment, a transaction screen or a
desktop review. Alternatively, Artesia might forego an environmental assessment
in limited circumstances, such as when it has obtained the benefits of an
environmental insurance policy or an environmental guarantee. Furthermore, an
environmental assessment conducted at any particular real property will not
necessarily cover all potential environmental issues. For example, an analysis
for radon, lead-based paint and lead in drinking water will usually be conducted
only at multifamily rental properties and only when Artesia or the environmental
consultant believes that such an analysis is warranted under the circumstances.

      Depending on the findings of the initial environmental assessment, Artesia
may require additional record searches or environmental testing, such as a Phase
II environmental assessment with respect to the subject real property.

      Engineering Assessment. In connection with the origination process,
Artesia may require that an engineering firm inspect the real property for any
prospective multifamily or commercial mortgage loan to assess the structure,
exterior walls, roofing, interior structure and/or mechanical and electrical
systems. Based on the resulting report, Artesia will determine the appropriate
response to any recommended repairs, corrections or replacements and any
identified deferred maintenance.


                                      S-132



      Seismic Report. If the subject real property includes any material
improvements and is located in California or in seismic zones 3 or 4, Artesia
may require a report to establish the probable maximum or bounded loss for the
improvements at the property as a result of an earthquake. If that loss is in
excess of 20% of the estimated replacement cost for the improvements at the
property, Artesia may require retrofitting of the improvements or that the
borrower obtain earthquake insurance if available at a commercially reasonable
price. It should be noted, however, that because the seismic assessments may not
necessarily have used the same assumptions in assessing probable maximum loss,
it is possible that some of the real properties that were considered unlikely to
experience a probable maximum loss in excess of 20% of estimated replacement
cost might have been the subject of a higher estimate had different assumptions
been used.

      Zoning and Building Code Compliance. In connection with the origination of
a multifamily or commercial mortgage loan, Artesia will generally examine
whether the use and occupancy of the related real property is in material
compliance with zoning, land-use, building rules, regulations and orders then
applicable to that property. Evidence of this compliance may be in the form of
one or more of the following: legal opinions; surveys; recorded documents;
temporary or permanent certificates of occupancy; letters from government
officials or agencies; title insurance endorsements; engineering or consulting
reports; and/or representations by the related borrower.

      Where a property as currently operated is a permitted nonconforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, Artesia will
analyze whether--

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

      o     casualty insurance proceeds together with the value of any
            additional collateral would be available in an amount estimated by
            Artesia to be sufficient to pay off the related mortgage loan in
            full;

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

      o     to require the related borrower to obtain law and ordinance
            insurance.

      Escrow Requirements. Based on its analysis of the real property, the
borrower and the principals of the borrower, Artesia may require a borrower
under a multifamily or commercial mortgage loan to fund various escrows for
taxes and/or insurance, capital expenses, replacement reserves, tenant
improvements, leasing commissions, debt service and/or environmental
remediation. Artesia 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 Artesia. Furthermore, Artesia may accept an alternative to a cash
escrow or reserve from a borrower, such as a letter of credit or a guarantee
from the borrower or an affiliate of the borrower or periodic evidence that the
items for which the escrow or reserve would have been established are being paid
or addressed.

      Notwithstanding the foregoing discussion under this "--Artesia's
Underwriting Standards" section, Artesia may include mortgage loans in an
issuing entity which vary from, or do not comply with, Artesia's underwriting
guidelines. In addition, in some cases, Artesia may not have strictly applied
these underwriting guidelines as the result of a case-by-case permitted
exception based upon other compensating factors.

      Wachovia Bank, National Association is currently servicing 49 of the
mortgage loans that will be sold to the depositor by Artesia pursuant to an
interim servicing arrangement between Artesia and Wachovia. The terms of the
interim servicing agreement are customary for agreements in the commercial
mortgage securitization industry providing for the servicing of mortgage loans.

      PNC BANK, NATIONAL ASSOCIATION. PNC Bank, National Association, a national
banking association ("PNC Bank"), is a sponsor and one of the mortgage loan
sellers. PNC Bank is an affiliate of Midland Loan Services, Inc., which is one
of the master servicers and the special servicer, and an affiliate of PNC
Capital Markets LLC, one of the underwriters.


                                      S-133



      PNC Bank is a wholly owned indirect subsidiary of The PNC Financial
Services Group, Inc., a Pennsylvania corporation ("PNC Financial") and is PNC
Financial's principal bank subsidiary. As of December 31, 2006, PNC Bank,
National Association had total consolidated assets representing 88% of PNC
Financial's consolidated assets. PNC Bank's business is subject to examination
and regulation by United States federal banking authorities. Its primary federal
bank regulatory authority is the Office of the Comptroller of the Currency. PNC
Financial and its subsidiaries offer a wide range of commercial banking, retail
banking and trust and asset management services to its customers. The principal
office of PNC Bank is located in Pittsburgh, Pennsylvania.

      PNC Bank originates and purchases commercial and multifamily mortgage
loans for securitization or resale. PNC Bank originated all of the mortgage
loans it is selling to the Depositor.

      PNC Bank's Commercial Real Estate Securitization Program.

      PNC Bank and a predecessor entity have been active as participants in the
securitization of commercial mortgage loans since 1996. In April 1998, PNC Bank
formed Midland Loan Services, Inc., which acquired the businesses and operations
of Midland Loan Services, L.P. ("Midland LP"). The acquisition of Midland LP led
to the combination of the separate origination and securitization operations of
PNC Bank and Midland LP. The predecessor Midland LP operation began originating
mortgage loans for securitization in 1994 and participated in its first
securitization in 1995, while the predecessor PNC Bank operation began
originating mortgage loans for securitization in 1996 and participated in its
first securitization in 1996.

      PNC Bank originates or acquires mortgage loans and, together with other
sponsors or loan sellers, participates in the securitization of those loans by
transferring them to a depositor, which in turn transfers them to the issuing
entity for the securitization. In coordination with its affiliate, PNC Capital
Markets LLC, and with other underwriters, PNC Bank works with rating agencies,
investors, loan sellers and servicers in structuring the securitization
transaction. In a typical securitization that includes PNC Bank loans, its
affiliate Midland Loan Services, Inc. generally is the primary servicer of the
PNC Bank loans and in addition, Midland Loan Services, Inc. is often appointed
master servicer and/or the special servicer of a portion or all of the pooled
loans. PNC Bank currently acts as sponsor and mortgage loan seller in
transactions in which other entities act as sponsors, loan sellers and/or
depositors. Prior to April 2001, PNC Bank was a mortgage loan seller in
multiple-seller transactions in which entities affiliated with PNC Bank acted as
the depositors.

      As of March 31, 2007, the total amount of commercial and multifamily
mortgage loans originated by PNC Bank for securitization since the acquisition
of the Midland LP securitization program in April 1998 was approximately $13.8
billion (all amounts set forth in this paragraph are aggregate original
principal balances), of which PNC Bank included approximately $13.5 billion in
approximately 45 securitizations as to which PNC Bank acted as sponsor or loan
seller, and approximately $2.0 billion of such loans were included in
securitizations in which Merrill Lynch Mortgage Investors, Inc. acted as the
depositor. In its fiscal year ended December 31, 2006, PNC Bank originated over
$3.1 billion in commercial and multifamily mortgage loans for securitization, of
which approximately $2.8 billion was included in securitizations in which
unaffiliated entities acted as depositors. By comparison, in fiscal year 1999,
the year after the acquisition of Midland LP, PNC Bank originated approximately
$743 million in such loans for securitization.

      The commercial mortgage loans originated for securitization by PNC Bank
have, to date, consisted entirely of fixed-rate loans secured primarily by
multifamily, office, retail, industrial, hotel, manufactured housing and
self-storage properties. PNC Bank does not have distinct small- or large-loan
programs, but rather originates and securitizes under a single program (which is
the program under which PNC Bank originated the mortgage loans that will be
deposited into the transaction described in this prospectus supplement).

      Servicing. Since the acquisition of Midland LP in 1998, PNC Bank has
contracted with its wholly-owned subsidiary Midland Loan Services, Inc. for
servicing the mortgage loans it originates prior to their securitization.
Midland Loan Services, Inc. will act as a master servicer in this transaction.
See "Transaction Participants--The Master Servicers" in this prospectus
supplement for more information.


                                      S-134



      PNC Bank's Underwriting Standards

      General. Conduit mortgage loans originated for securitization by PNC Bank
will generally be originated in accordance with the underwriting criteria
described below. Each lending situation is unique, however, and the facts and
circumstances 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 mortgage loan. The underwriting criteria below are
general, and in many cases exceptions may be approved to one or more of these
guidelines. Accordingly, no representation is made that every mortgage loan will
comply in all respects with the criteria set forth below.

      Loan Analysis. The PNC Bank credit underwriting team for each mortgage
loan is comprised of real estate professionals of PNC Bank. The underwriting
team for each mortgage loan is required to conduct a review of the related
mortgaged property, generally including an analysis of the historical property
operating statements, if available, rent rolls, current and historical real
estate taxes, and a review of tenant leases. The review includes a market
analysis which includes a review of supply and demand trends, rental rates and
occupancy rates. The credit 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 PNC Bank underwriting team (or someone on its behalf) visits the
property for a site inspection to ascertain the overall quality and
competitiveness of the property, including its physical attributes, neighborhood
and market, accessibility and visibility and demand generators. As part of its
underwriting procedures, PNC Bank also generally performs the procedures and
obtains the third party reports or other documents described in this prospectus
supplement under "Description of the Mortgage Pool--Assessments of Property
Condition", "--Appraisals", "--Environmental Assessments", and "--Engineering
Assessments".

      Loan Approval. Prior to commitment, all mortgage loans must be approved by
a loan committee comprised of senior real estate professionals from PNC Bank.
The loan committee may either approve a mortgage loan as recommended, request
additional due diligence and/or modify the terms, or reject a mortgage loan.

      Debt Service Coverage Ratio and LTV Ratio. PNC Bank's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum LTV Ratio of 80%. However, these requirements constitute solely a
guideline, and exceptions to these guidelines may be approved based on the
individual characteristics of a mortgage loan. For example, PNC Bank may
originate a mortgage loan with a lower debt service coverage ratio or higher LTV
Ratio based on the types of tenants and leases at the subject real property, the
taking of additional collateral such as reserves, letters of credit and/or
guarantees, PNC Bank's judgment of improved property performance in the future
and/or other relevant factors. In addition, with respect to certain mortgage
loans originated by PNC Bank 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 would have a lower debt
service coverage ratio, and a higher LTV Ratio, if such subordinate or mezzanine
debt were taken into account.

      The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this prospectus supplement
and Annex A-1 hereto may differ from the amount calculated at the time of
origination. In addition, PNC Bank's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain mortgage loans may
provide for interest-only payments until maturity, or for an interest-only
period during a portion of the term of the mortgage loan. See "Description of
the Mortgage Pool" in this prospectus supplement.

      Escrow Requirements. PNC Bank often 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 only
during periods when certain debt service coverage ratio or LTV Ratio tests are
not satisfied. 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. PNC Bank conducts a case-by-case
analysis to determine the need for a particular escrow


                                      S-135



or reserve. Consequently, the aforementioned escrows and reserves are not
established for every multifamily and commercial mortgage loan originated by PNC
Bank.

      Notwithstanding the foregoing discussion under this "--PNC Bank's
Underwriting Standards" section, PNC Bank may sell mortgage loans to the
depositor for inclusion in the trust fund that vary from, or do not comply with,
PNC Bank's underwriting guidelines.

THE MASTER SERVICERS AND THE SPECIAL SERVICER

      MIDLAND LOAN SERVICES, INC. Midland Loan Services, Inc. ("Midland") will
act as master servicer with respect to those mortgage loans acquired by us from
PNC Bank, National Association and Merrill Lynch Mortgage Lending, Inc. and
transferred by us to the trust and in this capacity will be responsible for the
master servicing and administration of those mortgage loans pursuant to the
pooling and servicing agreement. Midland will also be the special servicer and
in this capacity will initially be responsible for the servicing and
administration of the specially serviced mortgage loans and REO properties
pursuant to the pooling and servicing agreement. Certain servicing and
administrative functions will also be provided by one or more primary servicers
that previously serviced the mortgage loans for the applicable mortgage loan
seller.

      Midland is a Delaware corporation and a wholly-owned subsidiary of PNC
Bank, National Association, one of the mortgage loan sellers. Midland is also an
affiliate of PNC Capital Markets LLC, one of the underwriters. Midland's
principal servicing office is located at 10851 Mastin Street, Building 82, Suite
300, 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 ("CMBS") by S&P, Moody's and Fitch.
Midland has received the highest rankings as a master, primary and special
servicer of real estate assets under U.S. CMBS transactions 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 detailed operating procedures across the various servicing
functions to maintain compliance with its servicing obligations and the
servicing standards under Midland's servicing agreements, including procedures
for managing delinquent and special serviced loans. The policies and procedures
are reviewed annually and centrally managed and available electronically within
Midland's Enterprise!(R) Loan Management System. Furthermore, Midland's disaster
recovery plan is reviewed annually.

      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 a servicer 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
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.


                                      S-136



      Midland currently maintains an Internet-based investor reporting system,
CMBS Investor Insight(R), 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 March 31, 2007, Midland was servicing approximately 24,500
commercial and multifamily mortgage loans with a principal balance of
approximately $228.4 billion. The collateral for such loans is located in all 50
states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately
16,750 of such loans, with a total principal balance of approximately $142.4
billion, pertain to commercial and multifamily mortgage-backed securities. The
related loan pools include multifamily, office, retail, hospitality and other
income-producing properties. As of March 31, 2007, Midland was named the special
servicer in approximately 131 commercial mortgage-backed securities transactions
with an aggregate outstanding principal balance of approximately $97.4 billion.
With respect to such transactions as of such date, Midland was administering
approximately 93 assets with an outstanding principal balance of approximately
$339.4 million.

      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 mortgaged-backed securities and other servicing transactions for
which Midland has acted as master and/or primary servicer from 2004 to 2006.

        Portfolio Growth -                   Calendar Year End
        Master/Primary               (Approximate amounts in billions)

                                 2004             2005                2006
        CMBS                     $ 70             $104                $139
        Other                    $ 28             $ 32                $ 61
        Total                    $ 98             $136                $200

      Midland has acted as a special servicer for commercial and multifamily
mortgage loans in commercial mortgage-backed securities transactions since 1992.
The table below contains information on the size and growth of the portfolio of
specially serviced commercial and multifamily mortgage loans and REO properties
that have been referred to Midland as special servicer in commercial
mortgage-backed securities transaction from 2004 to 2006.

        Portfolio Growth - CMBS              Calendar Year End
        Master/Primary               (Approximate amounts in billions)

                                 2004             2005                2006
        Total                    $ 49             $ 65                $ 89

      Midland acted as servicer with respect to some or all of the mortgage
loans being contributed by its parent company, PNC Bank, prior to their
inclusion in the trust.

      WACHOVIA BANK, NATIONAL ASSOCIATION. Wachovia Bank, National Association
("Wachovia") will act as the master servicer with respect to the mortgage loans
acquired by us from Artesia Mortgage Capital Corporation and Countrywide
Commercial Real Estate Finance, Inc. Wachovia is a national banking association
organized under the laws of the United States of America and is a wholly-owned
subsidiary of Wachovia Corporation. Wachovia's principal servicing offices are
located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262.


                                      S-137



      Wachovia has been servicing commercial and multifamily mortgage loans in
excess of ten years. Wachovia's primary servicing system runs on EnableUs
software. Wachovia reports to trustees in the CMSA format. The table below sets
forth information about Wachovia's portfolio of master or primary serviced
commercial and multifamily mortgage loans as of the dates indicated:



                                                      AS OF         AS OF        AS OF        AS OF
COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS           12/31/2004   12/31/2005    12/31/2006   3/31/2007
------------------------------------------------    ----------   ----------    ----------   ---------

By Approximate Number...........................      15,531        17,641       20,725       21,551
By Approximate Aggregate Unpaid Principal
   Balance (in billions)........................     $ 141.3       $ 182.5      $ 262.1      $ 286.7


      Within this portfolio, as of March 31, 2007, are approximately 17,950
commercial and multifamily mortgage loans with an unpaid principal balance of
approximately $217.6 billion related to commercial mortgage-backed securities or
commercial real estate collateralized debt obligation securities. In addition to
servicing loans related to commercial mortgage-backed securities and commercial
real estate collateralized debt obligation securities, Wachovia also services
whole loans for itself and a variety of investors. The properties securing loans
in Wachovia's servicing portfolio as of March 31, 2007 were located in all 50
states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands
and Puerto Rico and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties.

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

      The table below sets forth information regarding the aggregate amount of
principal and interest advances and servicing advances (i) made by Wachovia, as
master servicer, on commercial and multifamily mortgage loans included in
commercial mortgage-backed securitizations master serviced by Wachovia and (ii)
outstanding as of the dates indicated:



                             APPROXIMATE SECURITIZED
                            MASTER-SERVICED PORTFOLIO     APPROXIMATE OUTSTANDING    APPROXIMATE OUTSTANDING
             DATE                    (UPB)*               ADVANCES (P&I AND PPA)*     ADVANCES AS % OF UPB
      -----------------     -------------------------     -----------------------    -----------------------

      December 31, 2004         $113,159,013,933               $129,858,178                   0.1%
      December 31, 2005         $142,222,662,628               $164,516,780                   0.1%
      December 31, 2006         $201,283,960,215               $162,396,491                   0.1%


________________________

*     "UPB" means unpaid principal balance, "P&I" means principal and interest
      advances and "PPA" means property protection advances.

      Pursuant to an interim servicing agreement between Wachovia and
Countrywide Commercial Real Estate Finance, Inc., a sponsor and a mortgage loan
seller, Wachovia acts as primary servicer with respect to mortgage loans owned
by Countrywide from time to time, including, prior to their inclusion in the
trust some or all of the mortgage loans being contributed by Countrywide. There
are currently no outstanding property protection advances made by Wachovia on
those underlying mortgage loans being contributed by Countrywide that were
serviced by Wachovia prior to their inclusion in the trust. Pursuant to an
interim servicing agreement between Wachovia and Artesia Mortgage Capital
Corporation, a sponsor and a mortgage loan seller, Wachovia acts as primary
servicer with respect to mortgage loans owned by Artesia from time to time,
including, prior to their inclusion in the trust some or all of the mortgage
loans being contributed by Artesia. There are currently no outstanding property
protection advances made by Wachovia on those underlying mortgage loans being
contributed by Artesia that were serviced by Wachovia prior to their inclusion
in the trust.


                                      S-138



      Wachovia is rated by Fitch and S&P as a primary servicer and master
servicer. Wachovia's ratings by each of these agencies is outlined below:

                                                  FITCH       S&P
                                                  -----      ------
          Primary Servicer                        CPS2+      Strong
          Master Servicer                          CMS2      Strong

      The short-term debt ratings of Wachovia are "A-1+" by S&P, "P-1" by
Moody's and "F1+" by Fitch.

      Wachovia has developed policies, procedures and controls relating to its
servicing functions to maintain compliance with applicable servicing agreements
and servicing standards, including procedures for handling delinquent loans
during the period prior to the occurrence of a special servicing transfer event.
Wachovia's servicing policies and procedures are updated periodically to keep
pace with the changes in the commercial mortgage-backed securities industry and
have been generally consistent for the last three years in all material
respects. The only significant changes in Wachovia's policies and procedures
have come in response to changes in federal or state law or investor
requirements, such as updates issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation.

      Wachovia may perform any of its obligations under the pooling and
servicing agreement through one or more third-party vendors, affiliates or
subsidiaries. Wachovia may engage third-party vendors to provide technology or
process efficiencies. Wachovia monitors its third-party vendors in compliance
with its internal procedures and applicable law. Wachovia has entered into
contracts with third-party vendors for the following functions:

      o     monitoring and applying interest rate changes with respect to
            adjustable rate mortgage loans in accordance with loan documents;

      o     provision of Strategy and Strategy CS software;

      o     identification, classification, imaging and storage of documents;

      o     analysis and determination of amounts to be escrowed for payment of
            taxes and insurance;

      o     entry of rent roll information and property performance data from
            operating statements;

      o     tracking and reporting of flood zone changes;

      o     tracking, maintenance and payment of rents due under ground leases;

      o     abstracting of insurance requirements contained in loan documents;

      o     comparison of insurance certificates to insurance requirements
            contained in loan documents and reporting of expiration dates and
            deficiencies, if any;

      o     abstracting of leasing consent requirements contained in loan
            documents;

      o     legal representation;

      o     assembly of data regarding buyer and seller (borrower) with respect
            to proposed loan assumptions and preparation of loan assumption
            package for review by Wachovia;

      o     maintenance and storage of letters of credit;

      o     tracking of anticipated repayment dates for loans with such terms;

      o     reconciliation of deal pricing, tapes and annexes prior to
            securitization;

      o     entry of new loan data and document collection;


                                      S-139



      o     initiation of loan payoff process and provision of payoff quotes;

      o     printing, imaging and mailing of statements to borrowers;

      o     performance of property inspections;

      o     performance of tax parcel searches based on property legal
            description, monitoring and reporting of delinquent taxes, and
            collection and payment of taxes;

      o     review of financial spreads performed by sub-servicers;

      o     review of borrower requests for disbursements from reserves for
            compliance with loan documents, which are submitted to Wachovia for
            approval; and

      o     performance of UCC searches and filing of UCCs.

      Wachovia may also enter into agreements with certain firms to act as a
primary servicer and to provide cashiering or non-cashiering sub-servicing on
certain loans. Generally, all amounts received by Wachovia on the mortgage loans
are initially deposited into a common clearing account with collections on other
mortgage loans serviced by Wachovia and are then allocated and transferred to
the appropriate account pursuant to the pooling and servicing agreement within
the time required by the pooling and servicing agreement. On the day any amount
is to be disbursed by Wachovia, that amount is transferred to a common
disbursement account prior to disbursement.

      Wachovia will not have primary responsibility for custody services of
original documents evidencing the mortgage loans. On occasion, Wachovia may have
custody of certain of such documents as necessary for the enforcement actions
involving particular mortgage loans or otherwise. To the extent Wachovia
performs custodial functions as a master servicer, documents will be maintained
in a manner consistent with the Servicing Standard.

      There are no legal proceedings pending against Wachovia, or to which any
property of Wachovia is subject, that are material to the certificateholders,
nor does Wachovia have actual knowledge of any proceedings of this type
contemplated by governmental authorities.

      The information set forth in this prospectus supplement concerning
Wachovia in its capacity as one of the master servicers has been provided by
Wachovia.

THE TRUSTEE

      LaSalle Bank National Association ("LaSalle") will act as trustee under
the pooling and servicing agreement, on behalf of the certificateholders. In
addition, LaSalle will act as custodian on behalf of 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--ML-CFC Commercial Mortgage Trust 2007-7 or at such other address as
the trustee may designate from time to time.

      LaSalle 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 1994, LaSalle has served as trustee or paying
agent on over 695 commercial mortgage-backed security transactions involving
assets similar to the mortgage loans to be included in the trust. As of March
31, 2007, LaSalle served as trustee or paying agent in over 465 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. The depositor, the
master servicers, the special servicer and the trustee may maintain other
banking relationships in the ordinary course of business with the trustee.

      In its capacity as custodian, LaSalle will hold the mortgage loan files
exclusively for the use and benefit of the trust. 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


                                      S-140



provides custodial services on over 1000 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.

      Using information set forth in this prospectus supplement, the trustee
will develop the cashflow model for the trust. Based on the monthly loan
information provided by the master servicers, 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 cashflow model and based on the
monthly loan information provided by the master servicers, the master servicers
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 by the master servicers,
and the trustee will not be required to recompute, recalculate or verify the
information provided to it by the master servicers.

      On April 22, 2007, ABN AMRO Holding N.V. agreed to sell ABN AMRO North
America Holding Company, the indirect parent of LaSalle Bank National
Association, to Bank of America Corporation. The proposed sale currently
includes all parts of the Global Securities and Trust Services group within
LaSalle engaged in the business of acting as trustee, securities administrator,
master servicer, custodian, collateral administrator, securities intermediary,
fiscal agent and issuing and paying agent in connection with securitization
transactions.

      The contract between ABN AMRO Bank N.V. and Bank of America Corporation.
contains a 14 calendar day "go shop" clause which continued until 11:59 PM New
York time on May 6th, 2007. ABN AMRO Bank N.V. filed a copy of this contract on
Form 6-K with the Securities and Exchange Commission on April 25, 2007. The
contract provides that the sale of LaSalle Bank National Association is subject
to regulatory approvals and other customary closing conditions.

      The contract referenced above was entered into by ABN AMRO Bank N.V.
without shareholder approval. In response to a challenge of the sale by a
shareholders group, a judge in the Enterprise Chamber of the Amsterdam Superior
Court in the Netherlands ruled on May 3, 2007 that ABN AMRO Holding N.V. was not
permitted to proceed with the sale of LaSalle Bank without shareholder approval.
As of the date hereof, a shareholder's meeting to vote on the proposed sale of
LaSalle Bank National Association has not occurred. Various interested parties
have filed or have indicated that they will file an appeal of the ruling. On May
4, 2007, Bank of America Corporation filed a lawsuit against ABN AMRO Bank N.V.
and ABN AMRO Holding N.V. in the U.S. District Court for the Southern District
of New York (Manhattan) seeking, among other things, an injunction prohibiting
ABN AMRO Bank N.V. and ABN AMRO Holding N.V. from negotiating a sale of LaSalle
Bank National Association or selling LaSalle Bank National Association to any
third party other than as provided for in the contract referenced above,
monetary damages and specific performance.

      There are no legal proceedings pending against LaSalle, or to which any
property of LaSalle is subject, that is material to the certificateholders, nor
does LaSalle have actual knowledge of any proceedings of this type contemplated
by governmental authorities.

      In addition to having express duties under the pooling and servicing
agreement, the trustee, as a fiduciary, also has certain duties unique to
fiduciaries under applicable law. In general, the trustee will be subject to
certain federal laws and, because the pooling and servicing agreement is
governed by New York law, certain New York state laws. As a national bank acting
in a fiduciary capacity, the trustee will, in the administration of its duties
under the pooling and servicing agreement, be subject to certain regulations
promulgated by the Office of the Comptroller of the Currency, specifically those
set forth in Chapter 12, Part 9 of the Code of Federal Regulations. New York
common law has required fiduciaries of common law trusts formed in New York to
perform their duties in


                                      S-141



accordance with the "prudent person" standard, which, in this transaction, would
require the trustee to exercise such diligence and care in the administration of
the trust as a person of ordinary prudence would employ in managing his own
property. However, under New York common law, the application of this standard
of care can be restricted contractually to apply only after the occurrence of a
default. The pooling and servicing agreement provides that the trustee is
subject to the prudent person standard only for so long as an event of default
has occurred and remains uncured.

      See also "Description of the Governing Documents--The Trustee," "--Duties
of the Trustee," "--Matters Regarding the Trustee" and "--Resignation and
Removal of the Trustee" in the accompanying base prospectus.

         AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      We, the depositor, are affiliated with the following parties: (i) Merrill
Lynch Mortgage Lending, Inc, a sponsor and mortgage loan seller, (ii) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters and (iii)
Merrill Lynch Capital Services, Inc., the swap counterparty

      Merrill Lynch Mortgage Lending, Inc., a sponsor and mortgage loan seller,
is affiliated with the following parties: (i) Merrill Lynch Mortgage Investors,
Inc, the depositor, (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, one
of the underwriters and (iii) Merrill Lynch Capital Services, Inc., the swap
counterparty.

      Countrywide Commercial Real Estate Finance, Inc., a sponsor and mortgage
loan seller, is affiliated with Countrywide Securities Corporation, one of the
underwriters.

      PNC Bank, National Association, a sponsor and mortgage loan seller, is
affiliated with Midland Loan Services, Inc., the special servicer and one of the
master servicers, and PNC Capital Markets LLC, one of the underwriters.

      LaSalle Bank National Association and Merrill Lynch Mortgage Lending, Inc.
("MLML") are parties to a custodial agreement whereby LaSalle, for
consideration, provides custodial services to MLML for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for most of the
mortgage loans to be sold by MLML 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.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

      The servicing of the mortgage loans in the trust will be governed by the
pooling and servicing agreement. This section contains summary descriptions of
some of the provisions of the pooling and servicing agreement relating to the
servicing and administration of the mortgage loans and any real estate owned by
the trust. You should also refer to the accompanying base prospectus, in
particular the section captioned "Description of the Governing Documents" for
additional important information regarding provisions of the pooling and
servicing agreement that relate to the rights and obligations of the master
servicers and the special servicer.

      The pooling and servicing agreement provides that the master servicers and
the special servicer must each service and administer the mortgage loans and any
real estate owned by the trust for which it is responsible, directly or through
sub-servicers, in accordance with--

      o     any and all applicable laws; and

      o     the express terms of the pooling and servicing agreement and the
            respective mortgage loans.

      Furthermore, to the extent consistent with the preceding paragraph, the
master servicers and the special servicer must each service and administer the
mortgage loans and any real estate owned by the trust for which it is
responsible in accordance with the Servicing Standard.


                                      S-142



      In general, the master servicers will be responsible for the servicing and
administration of--

      o     all mortgage loans as to which no Servicing Transfer Event has
            occurred; and

      o     all worked out mortgage loans as to which no new Servicing Transfer
            Event has occurred.

      The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan as to which a Servicing
Transfer Event has occurred and which has not yet been worked out with respect
to that Servicing Transfer Event. The special servicer will also be responsible
for the administration of each mortgaged real property that has been acquired by
the trust with respect to a defaulted mortgage loan through foreclosure,
deed-in-lieu of foreclosure or otherwise.

      Despite the foregoing, the pooling and servicing agreement will require
each master servicer to continue to receive payments and prepare certain reports
to the trustee required to be prepared with respect to any specially serviced
mortgage loans that were previously non-specially serviced mortgage loans it was
responsible for servicing and, otherwise, to render other incidental services
with respect to any specially serviced mortgage loans and REO Properties. None
of the masters servicers or the special servicer will have responsibility for
the performance by either of the other servicers of its respective obligations
and duties under the pooling and servicing agreement.

      The applicable master servicer will transfer servicing of a mortgage loan
to the special servicer upon the occurrence of a Servicing Transfer Event with
respect to that mortgage loan. The special servicer will return the servicing of
the subject mortgage loan to the applicable master servicer, and that mortgage
loan will be considered to have been worked out, if and when all Servicing
Transfer Events with respect to that mortgage loan cease to exist as described
in the definition of "Servicing Transfer Event" in the glossary to this
prospectus supplement, in which event that mortgage loan would be considered to
be a worked out mortgage loan.

      The Commons at Calabasas A-Note Non-Trust Loan, the CFC B-Note Non-Trust
Loans, the Georgia-Alabama Retail Portfolio Non-Trust Loans and the MezzCap
B-Note Non-Trust Loans will be serviced by the applicable master servicer and
the special servicer in accordance with the pooling and servicing agreement and
the related Loan Combination Intercreditor Agreement.

      However, with respect to the Georgia-Alabama Retail Portfolio Trust Loan,
upon the deposit of the Georgia-Alabama Retail Portfolio A-Note Non-Trust
Mortgage Loan into a securitization, Countrywide Commercial Real Estate Finance,
Inc., as seller of the Georgia-Alabama Retail Portfolio A-Note Non-Trust
Mortgage Loan, has the option (with the consent of the Rating Agencies) to cause
the servicing and special servicing of the Georgia-Alabama Retail Portfolio
Trust Loan to be governed by the pooling and servicing agreement applicable to
the securitization of the Georgia-Alabama Retail Portfolio A-Note Non-Trust
Mortgage Loan.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

      The Master Servicing Fee. The principal compensation to be paid to each
master servicer with respect to its master servicing activities will be the
related master servicing fee.

      With respect to each master servicer, the master servicing fee:

      o     will be earned with respect to each and every mortgage loan in the
            trust that it is responsible for servicing as of the date of the
            initial issuance of the certificates, including--

            1.    each such mortgage loan, if any, that becomes a specially
                  serviced mortgage loan; and

            2.    each such mortgage loan, if any, as to which the corresponding
                  mortgaged real property has become REO Property; and

      o     in the case of each applicable mortgage loan, will--

            1.    be calculated on the same interest accrual basis as that
                  mortgage loan, which will be any of a 30/360 Basis or an
                  Actual/360 Basis (except in the case of partial periods of
                  less than


                                      S-143



                  a month, when it will be calculated on the basis of the actual
                  number of days elapsed in that partial period and a 360-day
                  year);

            2.    accrue at the related master servicing fee rate;

            3.    accrue on the same principal amount as interest accrues or is
                  deemed to accrue from time to time with respect to that
                  mortgage loan; and

            4.    be payable (a) monthly from amounts received with respect to
                  interest on that mortgage loan and/or (b) if the subject
                  mortgage loan and any related REO Property has been
                  liquidated, out of general collections on the mortgage pool.

      Subject to certain conditions, the master servicers are each entitled,
under the pooling and servicing agreement, to receive, or to assign or pledge to
any qualified institutional buyer or institutional accredited investor (other
than a Plan), an excess servicing strip, which is a portion of the master
servicing fee. If a master servicer resigns or is terminated as a 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 its duties as a master
servicer under the pooling and servicing agreement). We make no representation
or warranty regarding whether, following any resignation or termination of a
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.

      The master servicing fee rate with respect to the mortgage loans varies on
a loan-by-loan basis and ranges from 0.02% per annum to 0.14% per annum. The
weighted average master servicing fee rate for the mortgage pool was 0.02879%
per annum as of the cut-off date. That master servicing fee rate includes any
sub-servicing fee rate payable to any third-party servicers that sub-service or
primary service the loans on behalf of a master servicer.

      Investment Income. Each master servicer will be authorized, but not
required, to invest or direct the investment of funds held in its collection
account, or in any and all accounts maintained by it that are escrow and/or
reserve accounts, only in Permitted Investments. See "--Collection Account"
below. Each master servicer will be entitled to retain any interest or other
income earned on those funds, in general, and will be required (subject to
certain exceptions set forth in the pooling and servicing agreement) to cover
any losses of principal from its own funds.

      The special servicer will be authorized, but not required, to invest or
direct the investment of funds held in its REO account in Permitted Investments.
See "--REO Properties" below. The special servicer will be entitled to retain
any interest or other income earned on those funds, in general, and will be
required (subject to certain exceptions set forth in the pooling and servicing
agreement) to cover any losses of principal from its own funds without any right
to reimbursement.

      Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred by reason of
voluntary principal prepayments being made by borrowers with respect to any
mortgage loans (other than specially serviced mortgage loans) during any
collection period (other than principal prepayments made out of insurance
proceeds, condemnation proceeds or liquidation proceeds and other than following
a material default), the applicable master servicer must make a nonreimbursable
payment with respect to the related distribution date in an amount equal to the
lesser of:

      o     the total amount of those Prepayment Interest Shortfalls incurred
            with respect to mortgage loans master serviced by that master
            servicer; and


                                      S-144



      o     the sum of the following components of that master servicer's total
            servicing compensation for that same collection period--

            1.    that portion of the master servicing fees that represents an
                  accrual at a rate of 0.01% per annum; and

            2.    the total amount of Prepayment Interest Excesses that were
                  collected by that master servicer during the subject
                  collection period;

provided, however, that if a Prepayment Interest Shortfall occurs as a result of
the applicable master servicer's allowing the related borrower to deviate from
the terms of the related loan documents regarding principal prepayments (other
than (a) subsequent to a material default under the related loan documents, (b)
pursuant to applicable law or a court order, or (c) at the request or with the
consent of the special servicer or the controlling class representative), then,
for purposes of determining the payment that the applicable master servicer will
be required to make to cover that Prepayment Interest Shortfall, the reference
to "master servicing fee" in clause 1 of the second bullet of this paragraph
will be construed to include the entire master servicing fee payable to that
master servicer for that same collection period, inclusive of any portion
payable to a third-party primary servicer, and the amount of any investment
income earned by that master servicer on the related principal prepayment while
on deposit in its collection account.

      No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls, and the applicable master servicer's obligation
to make payments to cover Prepayment Interest Shortfalls in respect of a
particular collection period will not carry over to any following collection
period. In addition, the applicable master servicer will be required to apply
any Prepayment Interest Excesses with respect to a particular collection period,
that are not otherwise used to cover Prepayment Interest Shortfalls as described
above, to cover any shortfalls in interest caused as a result of the prepayment
of a mortgage loan by the application of a condemnation award or casualty
insurance proceeds, in each case that are actually received, in reduction of the
subject mortgage loan's principal balance.

      Any payments made by the master servicers with respect to any distribution
date to cover Prepayment Interest Shortfalls will be included among the amounts
payable as principal and interest on the certificates on that distribution date
as described under "Description of the Offered Certificates--Payments" in this
prospectus supplement. If the aggregate amount of the payments made by the
master servicers with respect to any distribution date to cover Prepayment
Interest Shortfalls is less than the total of all the Prepayment Interest
Shortfalls incurred with respect to the mortgage pool during the related
collection period, then the resulting Net Aggregate Prepayment Interest
Shortfall will be allocated among the respective interest-bearing classes of the
certificates (other than the class X certificates), in reduction of the interest
payable on those certificates, as and to the extent described under "Description
of the Offered Certificates--Payments--Payments of Interest" in this prospectus
supplement.

      Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities
will be--

      o     the special servicing fee;

      o     the workout fee; and

      o     the principal recovery fee.

      The Special Servicing Fee. The special servicing fee:

      o     will be earned with respect to--

            1.    each specially serviced mortgage loan, if any; and

            2.    each mortgage loan, if any, as to which the corresponding
                  mortgaged real property has become REO Property; and


                                      S-145



      o     with respect to each such mortgage loan, will--

            1.    be calculated on the same interest accrual basis as that
                  mortgage loan, which will be any of a 30/360 Basis or an
                  Actual/360 Basis (except in the case of partial periods of
                  less than a month, when it will be calculated on the basis of
                  the actual number of days elapsed in that partial period and a
                  360-day year);

            2.    accrue at a special servicing fee rate of 0.25% per annum;

            3.    accrue on the same principal amount as interest accrues or is
                  deemed to accrue from time to time on that mortgage loan; and

            4.    will be payable monthly from related liquidation proceeds,
                  insurance proceeds and condemnation proceeds and then from
                  general collections on all the mortgage loans and any REO
                  Properties, that are on deposit in the master servicers'
                  collection accounts from time to time.

      The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each specially serviced mortgage loan that
has been worked out by it. The workout fee will be payable out of, and will be
calculated by application of a workout fee rate of 1.0% to, each collection of
interest and principal received on the subject mortgage loan for so long as it
remains a worked out mortgage loan. The workout fee with respect to any worked
out mortgage loan will cease to be payable if a new Servicing Transfer Event
occurs with respect to the mortgage loan. However, a new workout fee would
become payable if the mortgage loan again became a worked out mortgage loan with
respect to that new Servicing Transfer Event. If the special servicer is
terminated or resigns, it will retain the right to receive any and all workout
fees payable with respect to those mortgage loans that became worked out
mortgage loans during the period that it acted as special servicer and remained
(and with respect to those mortgage loans that, subject to the conditions set
forth in the pooling and servicing agreement, were about to become) worked out
mortgage loans at the time of its termination or resignation. The successor
special servicer will not be entitled to any portion of those workout fees.
Although workout fees are intended to provide the special servicer with an
incentive to better perform its duties, the payment of any workout fee will
reduce amounts payable to the certificateholders.

      The Principal Recovery Fee. Except as described in the following
paragraph, the special servicer will be entitled to receive a principal recovery
fee with respect to: (a) each specially serviced mortgage loan (or any
replacement mortgage loan substituted for it) for which the special servicer
obtains a full or discounted payoff from the related borrower; and (b) any
specially serviced mortgage loan or REO Property as to which the special
servicer receives any liquidation proceeds, insurance proceeds or condemnation
proceeds. The principal recovery fee will be payable from any full or discounted
payoff, liquidation proceeds, insurance proceeds or condemnation proceeds. As to
each specially serviced mortgage loan and REO Property, the principal recovery
fee will be payable from, and will be calculated by application of a principal
recovery fee rate of 1.0% to, the related payment or proceeds.

      Notwithstanding anything to the contrary described in the prior paragraph,
no principal recovery fee will be payable based on, or out of, payments or
proceeds received in connection with:

      o     the repurchase or replacement of any mortgage loan by a loan seller
            for a breach of representation or warranty or for defective or
            deficient loan documentation, as described under "Description of the
            Mortgage Pool--Repurchases and Substitutions" in this prospectus
            supplement within the time period (or extension thereof) provided
            for such repurchase or replacement or, if such repurchase or
            replacement occurs after such time period, if the mortgage loan
            seller was acting in good faith to resolve such breach or defect,
            within such further period that will not end beyond the date that is
            one hundred twenty (120) days following the end of the initial time
            period, which is ninety (90) days, provided for such repurchase or
            replacement;

      o     except as described under "--Realization Upon Defaulted Mortgage
            Loans" below with respect to certain assignees, the purchase of any
            defaulted mortgage loan or REO Property by the special servicer or
            any single holder - or, if applicable, beneficial owner - of
            certificates evidencing the


                                      S-146



            largest interest in the controlling class of the certificates, as
            described under "--Realization Upon Defaulted Mortgage Loans" below;

      o     the purchase of an A-Note Trust Mortgage Loan by the holder of the
            related B-Note Non-Trust Loan, as described under "Description of
            the Mortgage Pool--The Loan Combinations" in this prospectus
            supplement, unless provided for under the related Loan Combination
            Intercreditor Agreement;

      o     the purchase of all the mortgage loans and REO Properties by a
            master servicer, the special servicer or any single holder - or, if
            applicable, beneficial owner - of certificates evidencing the
            largest interest in the controlling class of the certificates in
            connection with the termination of the trust, as described under
            "Description of the Offered Certificates--Termination" in this
            prospectus supplement; and

      o     the exchange, following the date on which the total principal
            balances of the offered certificates are reduced to zero, of all the
            remaining certificates (other than the class Y, Z, R-I and R-II
            certificates) for all the mortgage loans and REO Properties in the
            trust at the time of exchange, subject to the conditions set forth
            in the pooling and servicing agreement.

      Although principal recovery fees are intended to provide the special
servicer with an incentive to better perform its duties, the payment of any
principal recovery fee will reduce amounts payable to the certificateholders.

      Loan Combinations. Any special servicing fees, workout fees and principal
recovery fees with respect to a Loan Combination may be paid out of collections
on the entire Loan Combination, except that to the extent those fees relate to a
B-Note Non-Trust Loan, the special servicer will be entitled to receive those
fees solely from collections in respect of the subject B-Note Non-Trust Loan.

      Additional Servicing Compensation. As additional master servicing
compensation, each master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the mortgage loans it is responsible
for servicing (except to the extent required to offset any Prepayment Interest
Shortfalls).

      In addition, the following items collected on any mortgage loan in the
mortgage pool will be allocated between the applicable master servicer and the
special servicer as additional compensation in accordance with the pooling and
servicing agreement:

      o     any late payment charges and Penalty Interest actually collected on
            any particular mortgage loan in the mortgage pool, which late
            payment charges and Penalty Interest are not otherwise applied--

            1.    to pay the applicable master servicer, the special servicer or
                  the trustee, as applicable, any unpaid interest on Advances
                  made by that party with respect to that mortgage loan or the
                  related mortgaged real property,

            2.    to reimburse the issuing entity for any interest on Advances
                  that were made with respect to that mortgage loan or the
                  related mortgaged real property, which interest was paid to
                  the applicable master servicer, the special servicer or the
                  trustee, as applicable, from a source of funds other than late
                  payment charges and Penalty Interest collected on that
                  mortgage loan,

            3.    to pay, or to reimburse the issuing entity, any expenses
                  incurred by the special servicer in connection with inspecting
                  the related mortgaged real property following a Servicing
                  Transfer Event with respect to that mortgage loan or after
                  that property has become an REO Property, or

            4.    to pay, or to reimburse the issuing entity, any other expenses
                  incurred with respect to that mortgage loan or the related
                  mortgaged real property that are or, if paid from a source
                  other than Penalty Interest and/or late payment charges
                  collected on that mortgage loan, would result in an Additional
                  Trust Fund Expense; and


                                      S-147



      o     any modification fees, assumption fees, assumption application fees,
            earnout fees, release fees, consent/waiver fees, extension fees,
            defeasance fees and other comparable transaction fees and charges.

      Payment of Expenses; Servicing Advances. The master servicers and the
special servicer will each be required to pay their respective overhead costs
and any general and administrative expenses they incur in connection with their
servicing activities under the pooling and servicing agreement. None of the
master servicers or the special servicer will be entitled to reimbursement for
expenses except as expressly provided in the pooling and servicing agreement.

      Any and all customary, reasonable and necessary out of pocket costs and
expenses incurred by a master servicer, the trustee or, in some cases, the
special servicer, in connection with the servicing of a mortgage loan, if a
default is imminent thereunder or after a default, delinquency or other
unanticipated event, or in connection with the administration of any REO
Property, will be servicing advances. Servicing advances will be reimbursable
from future payments and other collections, including insurance proceeds,
condemnation proceeds and liquidation proceeds, received in connection with the
related mortgage loan or REO Property.

      The special servicer will be required to notify the applicable master
servicer as to when it must make servicing advances with respect to a specially
serviced mortgage loan or REO Property. Generally, the special servicer must
make the request 10 business days, if reasonably practicable, and in any event
at least five business days, prior to the date the Advance must be made. The
applicable master servicer must make the requested servicing advance within a
specified number of days following its receipt of the request. The special
servicer will have the option, but not the obligation, to make such Advances.

      If a master servicer is required under the pooling and servicing agreement
to make a servicing advance, but does not do so within 15 days after the
servicing advance is required to be made, then the trustee will be required:

      o     if it has actual knowledge of the failure, to give that master
            servicer notice of its failure; and

      o     if the failure continues for five more business days, to make the
            servicing advance.

      Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicers, the special servicer or the
trustee will be obligated to make servicing advances that, it determines in
accordance with the Servicing Standard (in the case of a master servicer or
special servicer) or its good faith business judgment (in the case of the
trustee), would not be ultimately recoverable, together with interest accrued on
that advance, from expected collections on the related mortgage loan or REO
Property. The trustee will be entitled to rely on any determination of
non-recoverability made by a master servicer. In addition, the special servicer
may also determine that any servicing advance made or proposed to be made by a
master servicer or the trustee is not recoverable, together with interest
accrued on that servicing advance, from proceeds of the mortgage loan to which
that Advance relates, and the applicable master servicer and the trustee will be
required to act in accordance with that determination (on which determination
they will, as provided in the pooling and servicing agreement, be entitled to
conclusively rely).

      If a master servicer, the special servicer or the trustee makes any
servicing advance that it (or, in the case of a master servicer or the trustee,
the special servicer) subsequently determines, in its judgment, is not
recoverable, together with interest accrued on that Advance, from expected
collections on the related mortgage loan or REO Property, it may obtain
reimbursement for that Advance, together with interest on that Advance, out of
general collections on the mortgage loans it is responsible for servicing and
any REO Properties on deposit in its collection account (or, if those funds in
its collection account are insufficient, from the similar funds in the other
master servicer's collection account) from time to time subject to substantially
the same limitations and requirements as are applicable to P&I advances
described under "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments and Reimbursement of Advances" in this prospectus
supplement. Each master servicer, the special servicer or the trustee may also
obtain reimbursement for any servicing advance that constitutes a
Workout-Delayed Reimbursement Amount out of general principal collections on the
mortgage loans and any REO Properties on deposit in the applicable master
servicer's collection account (or, if those funds in its collection account are
insufficient, from the similar funds in the other master servicer's collection
account) from time to time subject to substantially the same limitations and
requirements as are applicable to P&I advances described under


                                      S-148



"Description of the Offered Certificates--Advances of Delinquent Monthly Debt
Service Payments and Reimbursement of Advances" in this prospectus supplement.

      The master servicers will be permitted to pay, and the special servicer
may direct the payment of, some servicing expenses directly out of the
applicable master servicer's collection account (or, if those funds in its
collection account are insufficient, from the similar funds in the other master
servicer's collection account) and at times without regard to the relationship
between the expense and the funds from which it is being paid (subject to the
limitations for reimbursement of Advances from general collections), which may
include servicing expenses relating to the remediation of any adverse
environmental circumstance or condition at any of the mortgaged real properties.

      Each master servicer, the special servicer and the trustee will be
entitled to receive interest on servicing advances made by them. The interest
will accrue on the amount of each servicing advance, for so long as the
servicing advance is outstanding, at a rate per annum equal to the prime rate as
published in the "Money Rates" section of The Wall Street Journal, as that prime
rate may change from time to time. Interest accrued with respect to any
servicing advance will be payable in the collection period in which that Advance
is reimbursed--

      o     first, out of Penalty Interest and late payment charges collected on
            the related mortgage loan during that collection period; and

      o     second, if and to the extent that the Penalty Interest and late
            charges referred to in clause first above are insufficient to cover
            the advance interest, out of any amounts then on deposit in the
            applicable master servicer's collection account (or, if those funds
            in its collection account are insufficient, from the similar funds
            in the other master servicer's collection account) subject to
            substantially the same limitations and requirements as are
            applicable to P&I advances described under "Description of the
            Offered Certificates--Advances of Delinquent Monthly Debt Service
            Payments and Reimbursement of Advances" in this prospectus
            supplement.

      The special servicer may, but is not obligated to, make any servicing
advance on a specially serviced mortgage loan or REO Property (as required on an
emergency or urgent basis) and then request from the applicable master servicer
reimbursement of the servicing advance, together with interest thereon as set
forth in the pooling and servicing agreement. Upon the applicable master
servicer's reimbursing the special servicer for any such servicing advance, that
master servicer will be considered to have made that servicing advance as of the
date that the special servicer actually made it. The applicable master servicer
will have no obligation to reimburse from its own funds any advance made by the
special servicer that such master servicer determines to be nonrecoverable.
However, any such advance made by the special servicer will be reimbursable to
the special servicer from the trust fund as a Nonrecoverable Advance.

      Subject to certain conditions, the applicable master servicer may (and
must, if directed by the special servicer in connection with a specially
serviced mortgage loan or an REO Property) pay directly out of the collection
account any servicing advance that it considers to be nonrecoverable in
accordance with the Servicing Standard, provided that the applicable master
servicer or the special servicer has determined, in accordance with the
Servicing Standard, that this payment is in the best interests of the
certificateholders (or, if a Loan Combination is involved, the
certificateholders and holder(s) of the related Non-Trust Loan(s)), as a
collective whole.

      For additional information regarding reimbursement of servicing advances,
see "Description of the Offered Certificates--Advances of Delinquent Monthly
Debt Service Payments and Reimbursement of Advances" in this prospectus
supplement.

TRUST ADMINISTRATION COMPENSATION

      The trustee will be entitled to a monthly fee for its services, which fees
(in the aggregate) will--

      o     accrue at a rate of 0.00071% per annum,

      o     accrue on the Stated Principal Balance of each mortgage loan
            outstanding from time to time, and


                                      S-149



      o     be calculated on the same interest accrual basis as is applicable to
            each mortgage loan.

      The trust administration fee is payable out of general collections on the
mortgage loans and any REO Properties in the trust.

      In addition, the trustee will be authorized to invest or direct the
investment of funds held in its distribution account and interest reserve
account in Permitted Investments. See "Description of the Offered
Certificates--Distribution Account" and "--Interest Reserve Account" in this
prospectus supplement. It will be--

      o     entitled to retain any interest or other income earned on those
            funds, and

      o     required to cover any losses of principal of those investments from
            its own funds.

      The trustee will not be obligated, however, to cover any losses resulting
from the bankruptcy or insolvency of any depository institution or trust company
(other than itself or an affiliate) holding the distribution account or the
interest reserve account.

SUB-SERVICERS

      Subject to such limitations as may be provided for in the pooling and
servicing agreement, each master servicer and the special servicer may each
delegate any of its servicing obligations under the pooling and servicing
agreement to any one or more third-party primary servicers. Any delegation of
servicing obligations by the special servicer will be subject to the consent of
the controlling class representative. Either master servicer or the special
servicer, as the case may be, will remain obligated under the pooling and
servicing agreement for any duties delegated to a sub-servicer.

      The pooling and servicing agreement will permit each master servicer and,
with the consent of the controlling class representative, the special servicer
to enter into sub-servicing agreements to provide for the performance by third
parties of any or all of their respective obligations under the pooling and
servicing agreement, provided that in each case, the sub-servicing agreement:
(a) is consistent with the pooling and servicing agreement in all material
respects, requires the sub-servicer to comply with all of the applicable
conditions of the pooling and servicing agreement and, with limited exceptions,
includes events of default with respect to the sub-servicer substantially
similar to the events of default applicable to the applicable master servicer or
the special servicer, as the case may be; (b) provides that if the applicable
master servicer or the special servicer, as the case may be, for any reason no
longer acts in that capacity thereunder, including by reason of an event of
default, the trustee or its designee may (i) assume all of the rights and,
except to the extent such obligations arose prior to the date of assumption,
obligations of the applicable master servicer or the special servicer, as the
case may be, under such agreement or (ii) except with respect only to the
sub-servicing agreements in effect as of the date of initial issuance of the
certificates, terminate the sub-servicing agreement without cause and without
payment of any penalty or termination fee; (c) provides that the trustee, for
the benefit of the certificateholders and, in the case of a sub-servicing
agreement relating to a Loan Combination, for benefit of the related B-Note Loan
Noteholder(s), will be a third party beneficiary under such agreement; (d)
permits any purchaser of a mortgage loan pursuant to the pooling and servicing
agreement to terminate the sub-servicing agreement with respect to the purchased
mortgage loan at its option and without penalty; (e) does not permit the
sub-servicer to enter into or consent to any material modification, extension,
waiver or amendment or otherwise take any enforcement action on behalf of the
applicable master servicer or the special servicer, without the consent of the
applicable master servicer or the special servicer, as the case may be, or
conduct any sale of a mortgage loan or REO Property; and (f) does not permit the
sub-servicer any direct rights of indemnification that may be satisfied out of
assets of the trust fund. In addition, pursuant to the pooling and servicing
agreement, each sub-servicing agreement entered into by a master servicer must
provide that such agreement will, with respect to any mortgage loan, terminate
at the time such mortgage loan becomes a specially serviced mortgage loan or,
alternatively, be subject to the special servicer's rights to service such
mortgage loan for so long as such mortgage loan continues to be a specially
serviced mortgage loan; and each sub-servicing agreement entered into by the
special servicer may relate only to specially serviced mortgage loans and must
terminate with respect to any such mortgage loan which ceases to be a specially
serviced mortgage loan.


                                      S-150



      The pooling and servicing agreement will require the master servicers and
the special servicer, for the benefit of the trustee, the certificateholders
and, in the case of a Loan Combination, the related B-Note Loan Noteholder(s),
to monitor the performance and enforce the obligations of their respective
sub-servicers under the related sub-servicing agreements. Further, the pooling
and servicing agreement will provide that, notwithstanding any sub-servicing
agreement, the master servicers and the special servicer will remain obligated
and liable to the trustee, the certificateholders and the B-Note Loan
Noteholder(s) for the performance of their respective obligations and duties
under the pooling and servicing agreement as if each alone were servicing and
administering the subject mortgage loans, and each master servicer and the
special servicer will be responsible, without right of reimbursement, for all
compensation of each sub-servicer retained by it.

THE CONTROLLING CLASS REPRESENTATIVE AND THE LOAN COMBINATION CONTROLLING
PARTIES

      Controlling Class. As of any date of determination, the controlling class
of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class X, Y, Z, R-I and R-II
certificates, that has a total principal balance that is greater than 25% of
that class's original total principal balance. However, if no class of
certificates, other than the class X, Y, Z, R-I and R-II certificates, has a
total principal balance that satisfies this requirement, then the controlling
class of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class X, Y, Z, R-I and R-II
certificates. The class A-1, A-2, A-2FL, A-3FL, A-SB, A-4, A-4FL and A-1A
certificates will be treated as a single class for purposes of determining, and
exercising the rights of, the controlling class. Appraisal Reduction Amounts
will not be considered in determining the principal balance outstanding on the
applicable class of certificates for the purpose of determining the controlling
class.

      Selection of the Controlling Class Representative. The holders of
certificates representing more than 50% of the total principal balance of the
controlling class of certificates will be entitled to--

      o     select a representative having the rights and powers described under
            "--Rights and Powers of The Controlling Class Representative and the
            Loan Combination Controlling Parties" below; or

      o     replace an existing controlling class representative.

      The trustee will be required to promptly notify all the certificateholders
of the controlling class that they may select a controlling class representative
upon:

      o     the receipt by the trustee of written requests for the selection of
            a controlling class representative from the holders of certificates
            representing more than 50% of the total principal balance of the
            controlling class of certificates;

      o     the resignation or removal of the person acting as controlling class
            representative; or

      o     a determination by the trustee that the controlling class of
            certificateholders has changed.

      The notice will explain the process for selecting a controlling class
representative. The appointment of any person as the controlling class
representative will generally not be effective until that person provides the
trustee, each master servicer and the special servicer with--

      o     written confirmation of its acceptance of its appointment;

      o     an address and facsimile number for the delivery of notices and
            other correspondence; and

      o     a list of officers or employees of the person with whom the parties
            to the pooling and servicing agreement may deal, including their
            names, titles, work addresses and facsimile numbers.

      Resignation and Removal of the Controlling Class Representative. The
controlling class representative may at any time resign by giving written notice
to the trustee and each certificateholder of the controlling class. The holders
of certificates representing more than 50% of the total principal balance of the
controlling class of certificates, will be entitled to remove any existing
controlling class representative by giving written notice to the trustee and to
the existing controlling class representative.


                                      S-151



      Rights and Powers of the Controlling Class Representative and the Loan
Combination Controlling Parties. The special servicer will be required to
prepare an asset status report for each mortgage loan that becomes a specially
serviced mortgage loan, not later than 60 days (or, in the case of any Loan
Combination such other number of days provided for in the related Loan
Combination Intercreditor Agreement) after the servicing of the mortgage loan is
transferred to the special servicer. Each asset status report is to include,
among other things, a summary of the status of the subject specially serviced
mortgage loan and negotiations with the related borrower and a summary of the
special servicer's recommended action with respect to the subject specially
serviced mortgage loan. Each asset status report is required to be delivered to
the controlling class representative (and, in the case of the a Loan
Combination, the related Loan Combination Controlling Party (if any)), among
others, by the special servicer.

      If, within 10 business days of receiving an asset status report that
relates to a mortgage loan and relates to a recommended action to which the
controlling class representative is entitled to object, as described below, the
controlling class representative does not disapprove the asset status report in
writing, then the special servicer will be required to take the recommended
action as outlined in the asset status report; provided, however, that the
special servicer may not take any action that is contrary to applicable law, the
Servicing Standard or the terms of the applicable loan documents. If the
controlling class representative disapproves an initial asset status report, the
special servicer will be required to revise that asset status report and deliver
to the controlling class representative, among others, a new asset status report
as soon as practicable, but in no event later than 30 days after such
disapproval.

      The special servicer will be required to continue to revise an asset
status report as described above until the controlling class representative does
not disapprove a revised asset status report in writing within 10 business days
of receiving the revised asset status report or until the special servicer makes
one of the determinations described below. The special servicer may, from time
to time, modify any asset status report it has previously so delivered and
implement such modified report; provided that the modified report shall have
been prepared, reviewed and not rejected as described above. Notwithstanding the
foregoing, the special servicer may, following the occurrence of an
extraordinary event with respect to the related mortgaged real property, take
any action set forth in an asset status report (that is consistent with the
terms of the pooling and servicing agreement) before the expiration of a 10
business day period if the special servicer has reasonably determined that
failure to take the action would materially and adversely affect the interests
of the certificateholders, and the special servicer has made a reasonable effort
to contact the controlling class representative. The foregoing discussion
notwithstanding, the special servicer will be required to determine whether any
affirmative disapproval is not in the best interest of all the
certificateholders pursuant to the Servicing Standard.

      In the event the controlling class representative and the special servicer
have been unable to agree upon an asset status report with respect to a
specially serviced mortgage loan within 90 days of the controlling class
representative's receipt of the initial asset status report, the special
servicer must implement the actions directed by the controlling class
representative unless doing so would result in any of the consequences
contemplated in clauses (a) through (d) in the third following paragraph, in
which event the special servicer must implement the actions described in the
most recent asset status report submitted to the controlling class
representative by the special servicer that is consistent with the Servicing
Standard. Notwithstanding the fact that an asset status report has been prepared
and/or approved, the controlling class representative will remain entitled to
advise and object regarding the actions described below and any related asset
status report will not be a substitute for the exercise of those rights.

      Notwithstanding the foregoing discussion, with respect to each mortgage
loan in the trust fund that is part of a Loan Combination, the related Loan
Combination Intercreditor Agreement may contain provisions regarding the review,
approval and implementation of asset status reports with respect to the related
Loan Combination that are different from those described above.

      No direction of the controlling class representative or a Loan Combination
Controlling Party in connection with any asset status report may (a) require or
cause the special servicer to violate the terms of the subject mortgage loan,
applicable law or any provision of the related Loan Combination Intercreditor
Agreement, if applicable, or the pooling and servicing agreement, including the
special servicer's obligation to act in the best interests of all the
certificateholders (and, in the case of a Loan Combination, the holders of the
related B-Note Non-Trust Loan(s)) in accordance with the Servicing Standard and
to maintain the REMIC status of REMIC I and REMIC II, (b) result in the
imposition of any tax on "prohibited transactions" or contributions after the
startup date of either REMIC I or REMIC II under the Code, (c) expose any party
to the pooling and servicing agreement, any mortgage loan seller or


                                      S-152



the trust fund to any claim, suit or liability or (d) expand the scope of the
applicable master servicer's, the trustee's or special servicer's
responsibilities under the pooling and servicing agreement.

      In addition, the controlling class representative will be entitled to
advise the special servicer with respect to the following actions, and the
special servicer will not be permitted to take (or consent to the applicable
master servicer taking) any of the following actions with respect to the
mortgage loans in the trust fund as to which the controlling class
representative has objected in writing within 10 business days of having been
notified in writing of the particular proposed action (provided that, with
respect to non-specially serviced mortgage loans, this 10-business day notice
period may not exceed by more than five (5) business days the 10 business days
during which the special servicer can object to the applicable master servicer
waiving Additional Interest or taking actions described under "--Enforcement of
Due-on-Sale and Due-on-Encumbrance Provisions" and "--Modifications, Waivers,
Amendments and Consents" below):

      o     any foreclosure upon or comparable conversion (which may include
            acquisition of an REO Property) of the ownership of properties
            securing a specially serviced mortgage loan as comes into and
            continues in default;

      o     any modification or consent to a modification of a material term of
            a mortgage loan, including the timing of payments or an extension of
            the maturity date of a mortgage loan;

      o     any proposed sale of any defaulted mortgage loan or any REO
            Property, other than in connection with the termination of the trust
            as described under "Description of the Offered Certificates--
            Termination" in this prospectus supplement or, in the case of a
            defaulted mortgage loan, other than in connection with the purchase
            option described under "--Realization Upon Defaulted Mortgage
            Loans--Fair Value Call" in this prospectus supplement, for less than
            the outstanding principal balance of the related mortgage loan, plus
            accrued interest (exclusive of Penalty Interest and Additional
            Interest), expenses and fees;

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

      o     any release of material real property collateral for any mortgage
            loan, other than (a) where the release is not conditioned upon
            obtaining the consent of the lender or certain specified conditions
            being fulfilled, (b) upon satisfaction of that mortgage loan, (c) in
            connection with a pending or threatened condemnation action or (d)
            in connection with a full or partial defeasance of that mortgage
            loan;

      o     any acceptance of substitute or additional real property collateral
            for any mortgage loan (except where the acceptance of the substitute
            or additional collateral is not conditioned upon obtaining the
            consent of the lender, in which case only notice to the controlling
            class representative will be required);

      o     any waiver of a due-on-sale or due-on-encumbrance clause in any
            mortgage loan;

      o     any releases of earn-out reserves or related letters of credit with
            respect to a mortgaged real property securing a mortgage loan (other
            than where the release is not conditioned upon obtaining the consent
            of the lender, in which case only notice to the controlling class
            representative will be required);

      o     any termination or replacement, or consent to the termination or
            replacement, of a property manager with respect to any mortgaged
            real property or any termination or change, or consent to the
            termination or change, of the franchise for any mortgaged real
            property operated as a hospitality property (other than where the
            action is not conditioned upon obtaining the consent of the lender,
            in which case only prior notice will be required to be delivered to
            the controlling class representative);


                                      S-153



      o     any determination that an insurance-related default is an Acceptable
            Insurance Default or that earthquake or terrorism insurance is not
            available at commercially reasonable rates; and

      o     any waiver of insurance required under the related loan documents
            (except as contemplated in the preceding bullet).

      Furthermore, the controlling class representative may direct the special
servicer to take, or to refrain from taking, any such actions with respect to
the mortgage loans and REO Properties in the trust fund as the controlling class
representative may consider advisable or as to which provision is otherwise made
in the pooling and servicing agreement.

      In the case of the Georgia-Alabama Retail Portfolio Trust Mortgage Loan,
the Georgia-Alabama Retail Portfolio Controlling Party will be entitled to
direct the master servicer and the special servicer with respect to the actions
described under "Description of the Mortgage Pool--The Loan Combinations--The
Georgia-Alabama Retail Portfolio Loan Combination--Consent Rights" and the
special servicer will not be permitted to take (or consent to the applicable
master servicer taking) any of those specified actions with respect to the
Georgia-Alabama Retail Portfolio Loan Combination as to which the
Georgia-Alabama Retail Portfolio Controlling Party has objected in writing.

      Notwithstanding the foregoing, no advice, direction or objection given or
made by the controlling class representative, as contemplated by any of the
preceding paragraphs of this "--Rights and Powers of The Controlling Class
Representative and the Loan Combination Controlling Parties" subsection, may--

      o     require or cause the applicable master servicer or the special
            servicer to violate applicable law, the terms of any mortgage loan
            or any other provision of the pooling and servicing agreement,
            including the applicable master servicer's or the special servicer's
            obligation to act in accordance with the Servicing Standard and the
            loan documents;

      o     result in an adverse tax consequence for the trust;

      o     expose the trust, us, the applicable master servicer, the special
            servicer, the trustee or any of our or their respective affiliates,
            directors, officers, employees or agents, to any material claim,
            suit or liability;

      o     materially expand the scope of the applicable master servicer's or
            the special servicer's responsibilities under the pooling and
            servicing agreement; or

      o     cause the applicable master servicer or the special servicer to act,
            or fail to act, in a manner which violates the Servicing Standard.
            In addition, if the special servicer determines that immediate
            action is necessary to protect the interests of the
            certificateholders and any related Non-Trust Loan Noteholder, as a
            collective whole, it may take such action without waiting for a
            response from the controlling class representative.

      The master servicers and the special servicer are each required to
disregard any advice, direction or objection on the part of the controlling
class representative (or, if applicable, any Loan Combination Controlling Party)
that would have any of the effects described in the immediately preceding five
bullets.

      Furthermore, the special servicer will not be obligated to seek approval
from the controlling class representative for any actions to be taken by the
special servicer with respect to any particular specially serviced mortgage loan
if (i) the special servicer has notified the controlling class representative in
writing of various actions that the special servicer proposes to take with
respect to the workout or liquidation of that mortgage loan and (ii) for 60 days
following the first such notice, the controlling class representative has
objected to all of the proposed actions and has failed to suggest any
alternative actions that the special servicer considers to be consistent with
the Servicing Standard.


                                      S-154



      WHEN REVIEWING THE REST OF THIS "SERVICING OF THE MORTGAGE LOANS" SECTION,
IT IS IMPORTANT THAT YOU CONSIDER THE EFFECTS THAT THE RIGHTS AND POWERS OF THE
CONTROLLING CLASS REPRESENTATIVE (AND, IN THE CASE OF THE MORTGAGE LOANS THAT
ARE PART OF LOAN COMBINATIONS, THE RELATED NON-TRUST LOAN NOTEHOLDERS) COULD
HAVE ON THE ACTIONS OF THE SPECIAL SERVICER AND, IN SOME CASES, THE APPLICABLE
MASTER SERVICER.

      Certain Liability and Expense Matters. In general, any and all expenses of
the controlling class representative are to be borne by the holders of the
controlling class in proportion to their respective percentage interests in that
class, and not by the trust; and all expenses borne by any Non-Trust Loan
Noteholder acting as a Loan Combination Controlling Party are to be borne by
that holder. However, if a claim is made against the controlling class
representative by a borrower under a mortgage loan, the controlling class
representative is required to immediately notify the trustee, the applicable
master servicer and the special servicer. The special servicer on behalf of the
trust will, subject to the discussion under "Description of the Governing
Documents--Matters Regarding the Master Servicer, the Special Servicer, the
Manager and Us" in the accompanying base prospectus, assume the defense of the
claim against the controlling class representative, but only if--

      o     the special servicer or the trust are also named parties to the same
            action; and

      o     in the sole reasonable judgment of the special servicer:

            1.    the controlling class representative acted in good faith,
                  without gross negligence or willful misfeasance, with regard
                  to the particular matter at issue; and

            2.    there is no potential for the special servicer or the trust to
                  be an adverse party in the action as regards the controlling
                  class representative.

      The controlling class representative and the Non-Trust Loan Noteholders
may have special relationships and interests that conflict with those of the
holders of one or more classes of the offered certificates. In addition, the
controlling class representative does not have any duties or liabilities to the
holders of any class of certificates other than the controlling class, and the
Non-Trust Loan Noteholders do not have any duties or liabilities to the holders
of any class of certificates. The controlling class representative may act
solely in the interests of the certificateholders of the controlling class and,
with respect to the Loan Combinations, the related Non-Trust Loan Noteholders
may act solely in their own interests, and none of such parties will have any
liability to any certificateholders for having done so. No certificateholder may
take any action against the controlling class representative for its having
acted solely in the interests of the certificateholders of the controlling
class. Similarly, no certificateholder may take any action against a Non-Trust
Loan Noteholder for having acted solely in its own interest.

REPLACEMENT OF THE SPECIAL SERVICER

      Certificateholders entitled to a majority of the voting rights allocated
to the controlling class of certificates may terminate an existing special
servicer and appoint a successor thereto. In addition, if the special servicer
is terminated in connection with an event of default, certificateholders
entitled to a majority of the voting rights allocated to the controlling class
of certificates may appoint a successor. See "--Events of Default" and "--Rights
Upon Event of Default" below. In either case, any appointment of a successor
special servicer will be subject to, among other things, receipt by the trustee
of--

      o     written confirmation from each rating agency rating the certificates
            that the appointment will not result in a qualification, downgrade
            or withdrawal of any of the ratings then assigned thereby to the
            certificates; and

      o     the written agreement of the proposed special servicer to be bound
            by the terms and conditions of the pooling and servicing agreement,
            together with an opinion of counsel regarding, among other things,
            the enforceability of the pooling and servicing agreement against
            the proposed special servicer.

      Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.


                                      S-155



      If the controlling class of certificateholders terminates an existing
special servicer without cause, then the reasonable out-of-pocket costs and
expenses of any related transfer of servicing duties are to be paid by the
certificateholders that voted to remove the terminated special servicer. Any
terminated special servicer will be entitled to reclaim all amounts accrued or
owing to it under the pooling and servicing agreement.

      With respect to the Georgia-Alabama Retail Portfolio Loan Combination, the
Georgia-Alabama Retail Portfolio Controlling Party has the right, subject to the
conditions and restrictions set forth in the Georgia-Alabama Retail Portfolio
Intercreditor Agreement, to terminate the special servicer at any time.

BENEFICIAL OWNERS OF THE CONTROLLING CLASS

      If the controlling class of certificates is held in book-entry form, then
any beneficial owner of those certificates whose identity and beneficial
ownership interest has been proven to the satisfaction of the trustee, will be
entitled--

      o     to receive all notices described under "--The Controlling Class
            Representative and the Loan Combination Controlling Parties" and
            "--Replacement of the Special Servicer" above; and

      o     to exercise directly all rights described under "--The Controlling
            Class Representative and the Loan Combination Controlling Parties"
            and "--Replacement of the Special Servicer" above,

that it otherwise would if it were the registered holder of certificates of the
controlling class.

      Beneficial owners of controlling class certificates held in book-entry
form will likewise be subject to the same limitations on rights and the same
obligations as they otherwise would if they were registered holders of
certificates of the controlling class.

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

         Subject to the foregoing discussion and the discussions under "--The
Controlling Class Representative and the Loan Combination Controlling Parties"
above and "--Modifications, Waivers, Amendments and Consents" below, the
applicable master servicer, with respect to non-specially serviced mortgage
loans, and the special servicer, with respect to all other mortgage loans, will
be required to enforce, on behalf of the trust fund, any right the lender under
any mortgage loan may have under either a due-on-sale or due-on-encumbrance
clause, unless the applicable master servicer or the special servicer, as
applicable, has determined that waiver of the lender's rights under such clauses
would be in accordance with the Servicing Standard. However, subject to the
related loan documents and applicable law, neither the applicable master
servicer nor the special servicer may waive its rights or grant its consent
under any related due-on-sale or due-on-encumbrance clause--

      o     in respect of any mortgage loan that--

            1.    has a principal balance of $20,000,000 or more at the time of
                  determination or has, whether (a) individually, (b) as part of
                  a group of cross-collateralized mortgage loans or (c) as part
                  of a group of mortgage loans made to affiliated borrowers, a
                  principal balance that is equal to or greater than 5% or more
                  of the aggregate outstanding principal balance of the mortgage
                  pool at the time of determination; or

            2.    is one of the ten largest mortgage loans (which for this
                  purpose includes groups of cross-collateralized mortgage loans
                  and groups of mortgage loans made to affiliated borrowers) by
                  outstanding principal balance at the time of determination; or

      o     where, in the case of a due-on-encumbrance clause only, the subject
            mortgage loan, taking into account existing debt on the related
            mortgaged real property and the proposed additional debt as if such
            total debt were a single mortgage loan, would have a loan-to-value
            ratio equal to or greater than 85% or a debt service coverage ratio
            equal to or less than 1.20:1;


                                      S-156



unless, with some exceptions, it receives prior written confirmation from each
applicable rating agency that this action would not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned by the rating agency
to the certificates (or placement of the certificates on negative credit watch
status in contemplation of such rating action). Also, a master servicer may not
waive its rights or grant its consent under any due-on-sale or
due-on-encumbrance clause described in this paragraph until it has received
consent of the special servicer. Further, none of the master servicers or the
special servicer may consent to the transfer of any mortgaged real property that
secures a group of cross-collateralized mortgage loans, unless all of the
mortgaged real properties securing such group of mortgage loans are transferred
at the same time, or the controlling class representative consents to the
transfer.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

      The special servicer, with respect to any specially serviced mortgage
loan, may, consistent with the Servicing Standard, agree to:

      o     modify, waive or amend any term of the subject mortgage loan;

      o     extend the maturity of the subject mortgage loan;

      o     defer or forgive the payment of interest on and principal of the
            subject mortgage loan;

      o     defer or forgive the payment of prepayment premiums, yield
            maintenance charges and late payment charges on the subject mortgage
            loan;

      o     permit the release, addition or substitution of collateral securing
            the subject mortgage loan;

      o     permit the release, addition or substitution of the borrower or any
            guarantor with respect to the subject mortgage loan; or

      o     provide consents with respect to any leasing activity at the
            mortgaged real property securing the subject mortgage loan;

provided that the ability of the special servicer to agree to any of the
foregoing, however, is subject to the discussion under "--The Controlling Class
Representative and the Loan Combination Controlling Parties" and "--Enforcement
of Due-on-Sale and Due-on-Encumbrance Provisions" above in this prospectus
supplement and further, to the limitations, conditions and restrictions
discussed below.

      The special servicer may agree to or consent to (or permit the applicable
master servicer to agree to or consent to) the modification, waiver or amendment
of any term of any mortgage loan that would--

      o     affect the amount or timing of any related payment of principal,
            interest or other amount (including prepayment premiums or yield
            maintenance charges, but excluding Penalty Interest and amounts
            payable as additional servicing compensation) payable under the
            mortgage loan (including, subject to the discussion in the third
            following paragraph, extend the date on which any related balloon
            payment is due); or

      o     affect the obligation of the related borrower to pay a prepayment
            premium or yield maintenance charge or permit a principal prepayment
            during any period in which the related mortgage note prohibits
            principal prepayments; or

      o     in the special servicer's judgment, materially impair the security
            for the mortgage loan or reduce the likelihood of timely payment of
            amounts due on the mortgage loan;

provided that a material default on the mortgage loan has occurred or, in the
special servicer's judgment, a material default on the mortgage loan is
reasonably foreseeable, and the modification, waiver, amendment or other action
is reasonably likely to produce a greater recovery to the certificateholders, as
a collective whole, on a present value basis, than would liquidation.


                                      S-157



      Neither a master servicer nor the special servicer may release any
mortgaged real property securing a mortgage loan, except as otherwise allowed by
the pooling and servicing agreement.

      Neither a master servicer nor the special servicer may extend the maturity
date of any mortgage loan to a date beyond the earliest of--

            1.    two years prior to the rated final distribution date; and

            2.    if the mortgage loan is secured by a mortgage on the related
                  borrower's leasehold interest (and not the corresponding fee
                  interest) in the related mortgaged real property, 20 years
                  (or, to the extent consistent with the Servicing Standard,
                  giving due consideration to the remaining term of the related
                  ground lease and with the consent of the controlling class
                  representative, 10 years) prior to the end of the then-current
                  term of the related ground lease, plus any unilateral options
                  to extend such term.

      Neither a master servicer nor the special servicer may make or permit any
modification, waiver or amendment of any term of any mortgage loan that would--

      o     cause either of REMIC I or REMIC II to fail to qualify as a REMIC
            under the Code;

      o     result in the imposition of any tax on prohibited transactions or
            contributions after the startup date of either of REMIC I or REMIC
            II under the Code; or

      o     adversely affect the status of any portion of the trust that is
            intended to be a grantor trust under the Code.

      Generally, the master servicers may not agree to modify, waive or amend
the term of any mortgage loan without the consent of the special servicer.
Subject to the foregoing discussion, however, either master servicer, without
the approval of the special servicer, the controlling class representative or
any of the rating agencies, may modify, waive or amend certain terms of
non-specially serviced mortgage loans for which it is acting as master servicer
as specified in the pooling and servicing agreement, including, without
limitation--

      o     approving certain waivers of non-material covenant defaults;

      o     approving certain leasing activity;

      o     waiving certain late payment charges and Penalty Interest subject to
            the limitations in the pooling and servicing agreement;

      o     permitting the release, addition or substitution of collateral
            securing the subject mortgage loan;

      o     permitting the release, addition or substitution of the borrower or
            any guarantor with respect to the subject mortgage loan;

      o     approving certain consents with respect to rights-of-way, easements
            or similar agreements and consents to subordination of the related
            mortgage loan to such easements, rights-of-way or similar
            agreements, that do not materially affect the use or value of the
            mortgaged real property or materially interfere with the borrower's
            ability to make related payments;

      o     approving releases of unimproved parcels of a mortgaged real
            property;

      o     approving annual budgets to operate mortgaged real properties;

      o     approving certain temporary waivers of requirements in loan
            documents with respect to insurance deductible amounts or
            claims-paying ability ratings of insurance providers; and


                                      S-158



      o     consenting to changing the property manager with respect to a
            mortgage loan with an unpaid principal balance of less than
            $2,000,000.

      The foregoing limitations, conditions and restrictions will not apply to
any of the acts or circumstances referenced in this "--Modifications, Waivers,
Amendments and Consents" section that is provided for under the terms of the
subject mortgage loan in effect on the date of initial issuance of the offered
certificates or that is solely within the control of the related borrower. Also,
neither 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 judgment, opposition would not ultimately prevent the
confirmation of the plan or one substantially similar.

      Notwithstanding the foregoing, in the case of the ARD Loans, the
applicable master servicer will be permitted, in its discretion, after the
related anticipated repayment date, to waive any or all of the Additional
Interest accrued on those mortgage loans, if the related borrower is ready and
willing to pay all other amounts due under the mortgage loan in full, including
the entire principal balance. However, the applicable master servicer's
determination to waive the trust's right to receive that Additional Interest--

      o     must be in accordance with the Servicing Standard; and

      o     will be subject to approval by the special servicer and the
            controlling class representative.

      The pooling and servicing agreement will also limit the master servicers'
and the special servicer's ability to institute an enforcement action solely for
the collection of Additional Interest.

      Neither a master servicer nor the special servicer will have any liability
to the trust, the certificateholders or any other person for any determination
made by it in connection with a modification, waiver or amendment of a mortgage
loan that is made on a reasonable basis and in accordance with the Servicing
Standard.

      All modifications, waivers and amendments entered into by a master
servicer and/or the special servicer with respect to the mortgage loans are to
be in writing. Each master servicer and the special servicer must deliver to the
custodian for deposit in the related mortgage file, an original counterpart of
the agreement relating to each modification, waiver or amendment agreed to by
it, promptly following its execution.

REQUIRED APPRAISALS

      The special servicer must make commercially reasonable efforts to obtain,
within 60 days of the occurrence of any Appraisal Trigger Event with respect to
any of the mortgage loans, and deliver to the trustee, the custodian, the
applicable master servicer and the controlling class representative, a copy of
an appraisal of the related mortgaged real property from an independent
appraiser meeting the qualifications imposed in the pooling and servicing
agreement, unless an appraisal had previously been obtained within the prior 12
months and the special servicer has no actual knowledge of a material adverse
change in the condition of the related mortgaged real property in which case
such appraisal may be a letter update of the prior appraisal.

      Notwithstanding the foregoing, if the unpaid principal balance of the
subject mortgage loan, net of related unreimbursed advances of principal, is
less than $2,000,000, the special servicer may perform an internal valuation of
the mortgaged real property instead of an appraisal.

      As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent interest required to be made with respect to the
affected mortgage loan. See "Description of the Offered Certificates--Advances
of Delinquent Monthly Debt Service Payments and Reimbursement of Advances" in
this prospectus supplement.

      If an Appraisal Trigger Event occurs with respect to any mortgage loan,
then the special servicer will have an ongoing obligation to obtain or perform,
as the case may be, once every 12 months after the occurrence of that Appraisal
Trigger Event (or sooner if the special servicer has actual knowledge of a
material adverse change in the condition of the related mortgaged real
property), an update of the prior required appraisal or other valuation. The
special servicer is to deliver to the trustee, the custodian, the applicable
master servicer and the controlling class


                                      S-159



representative the new appraisal or valuation within ten business days of
obtaining or performing such appraisal or valuation (or update thereof). This
ongoing obligation will cease if and when--

      o     if the Appraisal Trigger Event was the failure by the borrower to
            make any monthly debt service payment for 60 days or more, or
            involved the special servicer modifying the amount or timing of any
            monthly debt service payment (other than a balloon payment), the
            related borrower has made three consecutive full and timely monthly
            debt service payments under the terms of the mortgage loan (as such
            terms may have been modified); or

      o     with respect to the other Appraisal Trigger Events (other than the
            related mortgaged real property becoming REO Property), such
            circumstances cease to exist in the reasonable judgment of the
            special servicer, but, with respect to any bankruptcy or insolvency
            proceedings, no later than the entry of an order or decree
            dismissing such proceeding, and with respect to the extension of any
            date on which a balloon payment is due, no later than the date that
            the special servicer agrees to an extension;

provided that no other Appraisal Trigger Event then exists with respect to the
subject mortgage loan.

      The cost of each required appraisal, and any update of that appraisal,
will be advanced by the applicable master servicer, if it does not consider it
to be nonrecoverable, and will be reimbursable to the applicable master servicer
as a servicing advance.

COLLECTION ACCOUNTS

      General. Each master servicer will be required to establish and maintain
one or more segregated accounts or sub-accounts as a collection account for
purposes of holding payments and other collections that it receives with respect
to the mortgage loans. That collection account must be maintained in a manner
and with a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates.

      The funds held in each master servicer's collection account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in the applicable master servicer's collection account will be paid to
the applicable master servicer as additional compensation subject to the
limitations set forth in the pooling and servicing agreement.

      Deposits. Under the pooling and servicing agreement, each master servicer
must deposit or cause to be deposited in its collection account within one
business day following receipt of available funds, in the case of payments and
other collections on the mortgage loans, or as otherwise required under the
pooling and servicing agreement, the following payments and collections received
or made by or on behalf of that master servicer with respect to the mortgage
pool subsequent to the date of initial issuance of the offered certificates,
other than monthly debt service payments due on or before the cut-off date,
which monthly debt service payments belong to the related mortgage loan seller:

      o     all payments on account of principal on the mortgage loans,
            including principal prepayments;

      o     all payments on account of interest on the mortgage loans, including
            Additional Interest and Penalty Interest;

      o     all prepayment premiums, yield maintenance charges and late payment
            charges collected with respect to the mortgage loans and all
            Palmilla Apartments Stabilization Fees collected with respect to the
            Palmilla Apartments Mortgage Loan;

      o     all proceeds received under any hazard, flood, title or other
            insurance policy that provides coverage with respect to a mortgaged
            real property or the related mortgage loan, and all proceeds
            received in connection with the condemnation or the taking by right
            of eminent domain of a mortgaged real property, in each case to the
            extent not otherwise required to be applied to the restoration of
            the real property or released to the related borrower;


                                      S-160



      o     all amounts received and retained in connection with the liquidation
            of defaulted mortgage loans by foreclosure or as otherwise
            contemplated under "--Realization Upon Defaulted Mortgage Loans"
            below;

      o     any amounts paid by the mortgage loan sellers in connection with the
            repurchase or replacement of a mortgage loan as described under
            "Description of the Mortgage Pool--Repurchases and Substitutions" in
            this prospectus supplement;

      o     any amounts required to be deposited by that master servicer in
            connection with losses incurred with respect to Permitted
            Investments of funds held in the collection account;

      o     all payments required to be paid by that master servicer or the
            special servicer with respect to any deductible clause in any
            blanket insurance policy as described under "Description of the
            Mortgage Pool--Additional Loan and Property Information--Hazard,
            Liability and Other Insurance" in this prospectus supplement;

      o     any amounts required to be transferred from the special servicer's
            REO account;

      o     any amounts representing compensating interest payments in respect
            of prepayment interest shortfalls as described under "--Servicing
            and Other Compensation and Payment of Expenses--Prepayment Interest
            Shortfalls" above; and

      o     any amount paid by a borrower to cover items for which a servicing
            advance has been previously made and for which the that master
            servicer or the trustee, as applicable, has been previously
            reimbursed out of the collection account.

      Upon receipt of any of the amounts described in the first five bullets and
the last bullet of the preceding paragraph with respect to any specially
serviced mortgage loan, the special servicer is required to promptly remit these
amounts to the applicable master servicer for deposit in that master servicer's
collection account.

      Notwithstanding the foregoing, amounts received on any A-Note Trust
Mortgage Loan will be deposited into a separate account or sub-account of the
collection account maintained by the applicable master servicer before being
transferred to that master servicer's collection account.

      Withdrawals. The master servicers may make withdrawals from their
respective collection accounts for any of the following purposes, which are not
listed in any order of priority:

      o     to remit to the trustee for deposit in the trustee's distribution
            account described under "Description of the Offered
            Certificates--Distribution Account" in this prospectus supplement,
            on the business day preceding each distribution date, an aggregate
            amount of immediately available funds equal to that portion of the
            Available Distribution Amount (calculated without regard to clauses
            (a)(ii), (a)(v), (b)(ii)(B), (b)(iv) and (b)(v) of the definition of
            that term in this prospectus supplement, and exclusive of other
            amounts received after the end of the related collection period) for
            the related distribution date then on deposit in the collection
            account, together with any prepayment premiums, yield maintenance
            charges and/or Additional Interest received on the mortgage loans
            during the related collection period and, in the case of the final
            distribution date, any additional amounts which the relevant party
            is required to pay in connection with the purchase of all the
            mortgage loans and REO Properties, plus any amounts required to be
            remitted in respect of P&I advances;

      o     to reimburse the trustee and itself, in that order, for any
            unreimbursed P&I advances made by that party under the pooling and
            servicing agreement, which reimbursement is to be made out of late
            collections of interest (net of related master servicing fees) and
            principal (net of any related workout fee or principal recovery fee)
            received in respect of the particular mortgage loan or REO Property
            as to which the Advance was made; provided that, if such P&I advance
            remains outstanding after a workout and the borrower continues to be
            obligated to pay such amounts, such P&I advance will be reimbursed
            out of general collections of principal as described under


                                      S-161



            "Description of the Offered Certificates--Advances of Delinquent
            Monthly Debt Service Payments and Reimbursement of Advances" in this
            prospectus supplement;

      o     to pay itself earned and unpaid master servicing fees with respect
            to each mortgage loan, which payment is to be made out of
            collections on that mortgage loan that are allocable as interest or,
            if that mortgage loan and any related REO Property have been
            previously liquidated, out of general collections on the other
            mortgage loans and REO Properties;

      o     to pay the special servicer, out of general collections on the
            mortgage loans and any REO Properties, earned and unpaid special
            servicing fees with respect to each mortgage loan that is either--

            1.    a specially serviced mortgage loan; or

            2.    a mortgage loan as to which the related mortgaged real
                  property has become an REO Property;

      o     to pay the special servicer earned and unpaid workout fees and
            principal recovery fees to which it is entitled, which payment is to
            be made from the sources described under "--Servicing and Other
            Compensation and Payment of Expenses" above;

      o     to reimburse the trustee or the special servicer/itself, in that
            order (with reimbursements to the special servicer and the subject
            master servicer to be made concurrently on a pro rata basis), for
            any unreimbursed servicing advances, first, out of payments made by
            the borrower that are allocable to such servicing advance, and then,
            out of liquidation proceeds, insurance proceeds, condemnation
            proceeds and, if applicable, revenues from REO Properties relating
            to the mortgage loan in respect of which the servicing advance was
            made, and then out of general collections; provided that, if such
            Advance remains outstanding after a workout and the borrower
            continues to be obligated to pay such amounts, such Advance will be
            reimbursed out of general collections of principal as described
            under "--Servicing and Other Compensation and Payment of Expenses"
            above and "Description of the Offered Certificates--Advances of
            Delinquent Monthly Debt Service Payments and Reimbursement of
            Advances" in this prospectus supplement;

      o     to reimburse the trustee or the special servicer/itself, in that
            order (with reimbursements to the special servicer and the subject
            master servicer to be made concurrently on a pro rata basis), first
            out of REO Property revenues, liquidation proceeds and insurance and
            condemnation proceeds received in respect of the mortgage loan
            relating to the Advance, and then out of general collections on the
            mortgage loans and any REO Properties, for any unreimbursed Advance
            made by that party under the pooling and servicing agreement that
            has been determined not to be ultimately recoverable, together with
            interest thereon, subject to the limitations set forth in the
            pooling and servicing agreement and the limitations described under,
            as applicable, "--Servicing and Other Compensation and Payment of
            Expenses" above and/or "Description of the Offered
            Certificates--Advances of Delinquent Monthly Debt Service Payments
            and Reimbursement of Advances" in this prospectus supplement;

      o     to pay the trustee or the special servicer/itself, in that order
            (with payments to the special servicer and the subject master
            servicer to be made concurrently on a pro rata basis), unpaid
            interest on any Advance made by that party under the pooling and
            servicing agreement, which payment is to be made out of Penalty
            Interest and late payment charges collected on the related mortgage
            loan during the collection period during which that Advance is
            reimbursed;

      o     in connection with the reimbursement of Advances as described in the
            second bullet, the sixth bullet or the seventh bullet under this
            "--Withdrawals" subsection and subject to the limitations described
            in each of those three bullets, to pay itself, the special servicer
            or the trustee, as the case may be, out of general collections on
            the mortgage loans and any REO Properties, any interest accrued and
            payable on that Advance and not otherwise payable under the
            preceding bullet;


                                      S-162



      o     to pay for costs and expenses incurred by the trust fund in
            connection with property inspections;

      o     to pay the special servicer or itself any items of additional
            servicing compensation on deposit in the collection account as
            discussed under "--Servicing and Other Compensation and Payment of
            Expenses--Additional Servicing Compensation" above;

      o     to pay for the cost of an independent appraiser or other expert in
            real estate matters, to the extent such cost is not required to be
            advanced under the pooling and servicing agreement;

      o     to pay itself, the special servicer, any of the mortgage loan
            sellers, any holder (or, if applicable, beneficial owner) of
            certificates of the controlling class or any other person, as the
            case may be, with respect to each mortgage loan, if any, previously
            purchased by such person pursuant to the pooling and servicing
            agreement, all amounts received in respect of any such purchased
            mortgage loan subsequent to the date of purchase;

      o     to pay, out of general collections on the mortgage loans and any REO
            Properties, for costs and expenses incurred by the trust in
            connection with the remediation of adverse environmental conditions
            at any mortgaged real property that secures a defaulted mortgage
            loan;

      o     to pay itself, the special servicer, us, or any of their or our
            respective members, managers, shareholders, directors, officers,
            employees and agents, as the case may be, out of general collections
            on the mortgage loans and any REO Properties, any of the
            reimbursements or indemnities to which we or any of those other
            persons or entities are entitled as described under "Description of
            the Governing Documents--Matters Regarding the Master Servicer, the
            Special Servicer, the Manager and Us" in the accompanying base
            prospectus;

      o     to pay, out of general collections on the mortgage loans and any REO
            Properties, for the costs of various opinions of counsel, the cost
            of recording the pooling and servicing agreement and expenses
            properly incurred by the trustee in connection with consulting with
            the special servicer as to tax matters;

      o     to pay any other items described in this prospectus supplement as
            being payable from the collection account;

      o     to withdraw amounts deposited in the collection account in error;
            and

      o     to clear and terminate the collection account upon the termination
            of the pooling and servicing agreement.

      The pooling and servicing agreement will prohibit the application of
amounts received on the Non-Trust Loans to cover expenses payable or
reimbursable out of general collections with respect to mortgage loans and REO
Properties in the trust that are not related to the related Loan Combination.

      In addition, in general, if at any time a master servicer is entitled to
make a payment, reimbursement or remittance from its collection account,

      o     the payment, reimbursement or remittance is permitted or required to
            be made from any funds (or in the case of any Workout-Delayed
            Reimbursement Amount, any principal collection) on deposit in that
            master servicer's collection account,

      o     the amounts on deposit in that master servicer's collection account
            are insufficient to satisfy the payment, reimbursement or
            remittance, and

      o     the amount on deposit in the other master servicer's collection
            account (after taking into account the other master servicer's
            obligations to make payments, reimbursements or remittances from its
            own collection account) is sufficient to make such payment,
            reimbursement or remittance in full or in part,


                                      S-163



then the other master servicer must make the payment, reimbursement or
remittance from that other master servicer's collection account within a
specified number of days following a written request from the first master
servicer. The written request must indicate the nature and amount of the
payment, reimbursement or remittance and include a certification from the first
master servicer that the first master servicer's collection account does not
then have funds on deposit that are sufficient for the payment, reimbursement or
remittance.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

      Fair Value Call. The pooling and servicing agreement grants to the special
servicer and the holder (or, if applicable, the beneficial owner) of the
certificates with the largest percentage of voting rights allocated to the
controlling class of certificates (such holder (or, if applicable, beneficial
owner) referred to as the plurality controlling class certificateholder) a right
to purchase from the trust defaulted mortgage loans under the circumstances
described below in this "--Fair Value Call" subsection. The defaulted mortgage
loans in respect of which this right may be exercised are mortgage loans that
have experienced payment defaults similar to the payment defaults that would
constitute a Servicing Transfer Event as described in the glossary to this
prospectus supplement or mortgage loans as to which the related indebtedness has
been accelerated by the applicable master servicer or the special servicer
following default.

      At the time a mortgage loan becomes a defaulted mortgage loan satisfying
the criteria described in the preceding paragraph, each of the special servicer
and the plurality controlling class certificateholder will have a purchase
option (which option will be assignable when the opportunity to exercise it
arises) to purchase the defaulted mortgage loan, from the trust fund at an
option price generally equal to (i) if the special servicer has not yet
determined the fair value of the defaulted mortgage loan, the sum of the unpaid
principal balance of that mortgage loan at the time of purchase, together with
unpaid and accrued interest on that mortgage loan at its mortgage interest rate,
unpaid interest accrued on related Advances, related unreimbursed servicing
advances and other related Additional Trust Fund Expenses, including special
servicing fees, 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; provided that if (i) the option is being exercised by an
assignee of the special servicer or the plurality controlling class
certificateholder that is not affiliated with the special servicer or the
plurality controlling class certificateholder, (ii) the assignment of the
purchase right or option was made for no material consideration, and (iii) the
purchase option is exercised more than 90 days following the making of a fair
value determination, the special servicer will be entitled to receive a
principal recovery fee. The special servicer will be permitted to change from
time to time, its determination of the fair value of a defaulted mortgage loan
based upon changed circumstances, new information or otherwise, in accordance
with the Servicing Standard; provided, however, that the special servicer will
update its determination of the fair value of a defaulted mortgage loan at least
once every 90 days; and, provided, further, that absent the special servicer
having actual knowledge of a material change in circumstances affecting the
value of the related mortgaged real property, the special servicer will not be
obligated to update such determination. The purchase option in respect of a
defaulted mortgage loan will first belong to the plurality controlling class
certificateholder. If the purchase option is not exercised by the plurality
controlling class certificateholder or any assignee thereof within 60 days of a
fair value determination being made, then the purchase option will belong to the
special servicer for 15 days. If the purchase option is not exercised by the
special servicer or its assignee within such 15-day period, then the purchase
option will revert to the plurality controlling class certificateholder.

      Notwithstanding the foregoing, the holder of a B-Note Non-Trust Loan will
have the right to purchase the related A-Note Trust Mortgage Loan from the trust
in certain default situations, as described above under "Description of the
Mortgage Pool--The Loan Combinations" in this prospectus supplement. In
addition, notwithstanding the discussion in the preceding paragraph, the holders
of a mezzanine loan may have the right to purchase the related mortgage loan
from the trust if certain defaults on the related mortgage loan occur.

      Unless and until the purchase option with respect to a defaulted mortgage
loan is exercised, the special servicer will be required to pursue such other
resolution strategies available under the pooling and servicing agreement,
including workout and foreclosure 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.


                                      S-164



      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 related defaults on the defaulted mortgage loan, (ii) the acquisition on
behalf of the trust fund of title to the related mortgaged real property by
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off
(full or discounted) of the defaulted mortgage loan in connection with a
workout. 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
and consummation of the purchase 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 plurality controlling class certificateholder, the special
servicer, or any affiliate of any of them, which means that the purchase option
has not been assigned to another unaffiliated person, and (b) the option price
is based on the special servicer's determination of the fair value of the
defaulted mortgage loan, then the applicable master servicer or, if that master
servicer and the special servicer are the same person, the trustee (or a
third-party appraiser designated by the applicable master servicer or the
trustee, as applicable, at its option, upon whose determination the applicable
master servicer or the trustee, as the case may be, may, absent manifest error,
conclusively rely) will be required to confirm that the option price (as
determined by the special servicer) represents a fair value for the defaulted
mortgage loan. The applicable master servicer or the trustee, as applicable,
will be entitled to receive, out of the collection account, a fee of $2,500 for
the initial confirmation, but not for any subsequent confirmations, of fair
value with respect to that mortgage loan. The costs of all appraisals,
inspection reports and opinions of value incurred by the applicable master
servicer, the special servicer, the trustee or any third-party appraiser in
connection with any determination of fair value will be reimbursable to the
applicable master servicer, the special servicer or the trustee, as applicable,
as servicing advances.

      Foreclosure and Similar Proceedings. Neither master servicer may institute
foreclosure proceedings, exercise any power of sale contained in a mortgage or
acquire title to a mortgaged real property. If a default on a mortgage loan has
occurred and is continuing and no satisfactory arrangements can be made for
collection of delinquent payments, then, subject to the discussion under "--The
Controlling Class Representative and the Loan Combination Controlling Parties"
above, the special servicer may, on behalf of the trust, take any of the
following actions:

      o     institute foreclosure proceedings;

      o     exercise any power of sale contained in the related mortgage;

      o     obtain a deed in lieu of foreclosure; or

      o     otherwise acquire title to the corresponding mortgaged real
            property, by operation of law or otherwise.

      The special servicer may not acquire title to any mortgaged real property
or take any other action with respect to any mortgaged real property that would
cause the trustee, for the benefit of the certificateholders (or, if a Loan
Combination is involved, the certificateholders and the holder(s) of the related
B-Note Non-Trust Loan(s)), to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of the
particular mortgaged real property within the meaning of federal environmental
laws, unless--

      o     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

      o     either:

            1.    the report indicates that--

      o     the particular mortgaged real property is in compliance with
            applicable environmental laws and regulations; and


                                      S-165



      o     there are no circumstances or conditions present at the mortgaged
            real 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

            2.    the special servicer (who may rely conclusively on the report)
                  determines that taking the actions necessary to bring the
                  particular mortgaged real property into compliance with
                  applicable environmental laws and regulations and/or taking
                  any of the other actions contemplated by clause 1. above, is
                  reasonably likely to maximize the recovery to
                  certificateholders (or, if a Loan Combination is involved, the
                  certificateholders and the holder(s) of the related B-Note
                  Non-Trust Loan(s)), taking into account the time value of
                  money.

      If the environmental testing contemplated above establishes that any of
the conditions described in clauses 1. and 2. have not been satisfied with
respect to any mortgaged real property and there is no breach of a
representation or warranty requiring repurchase under the applicable mortgage
loan purchase agreement, the special servicer will be required to take such
action as is in accordance with the Servicing Standard (other than proceeding
against the related mortgaged real property). At such time as it deems
appropriate, the special servicer may, on behalf of the trust, release all or a
portion of the subject mortgaged real property from the lien of the related
mortgage instrument; provided that, if the related mortgage loan has a then
outstanding principal balance of greater than $1 million, then prior to the
release of all or a portion of the related mortgaged real property, (i) the
special servicer shall have notified the rating agencies, the trustee, the
controlling class representative and the applicable master servicer in writing
of its intention to so release all or a portion of such mortgaged real property
and the bases for such intention, and (ii) the trustee shall have notified the
certificateholders in writing of the special servicer's intention to so release
all or a portion of such mortgaged real property.

      If the trust acquires title to any mortgaged real property, the special
servicer, on behalf of the trust, has to sell the particular real property prior
to the close of the third calendar year following the calendar year in which
that acquisition occurred, subject to limited exceptions as described under
"--REO Properties" below.

      If liquidation proceeds collected with respect to a defaulted mortgage
loan are less than the outstanding principal balance of the defaulted mortgage
loan, together with accrued interest on and reimbursable expenses incurred by
the special servicer and/or the applicable master servicer in connection with
the defaulted mortgage loan, then the trust will realize a loss in the amount of
the shortfall. The special servicer, the applicable master servicer and/or the
trustee will be entitled to payment or reimbursement out of the liquidation
proceeds recovered on any defaulted mortgage loan, prior to the payment of the
liquidation proceeds to the certificateholders, for--

      o     any and all amounts that represent unpaid servicing fees and
            additional servicing compensation with respect to the mortgage loan;

      o     unreimbursed (from the related mortgage loan) servicing expenses and
            Advances incurred with respect to the mortgage loan;

      o     any P&I advances made with respect to the mortgage loan that are
            unreimbursed from that mortgage loan; and

      o     any interest payable (or paid from general collections) to the
            applicable master servicer and/or special servicer on any expenses
            and Advances and not reimbursed from that mortgage loan.

REO PROPERTIES

      If title to any mortgaged real property is acquired by the special
servicer on behalf of the trust, the special servicer will be required to sell
that property not later than the end of the third calendar year following the
year of acquisition, unless--

      o     the IRS grants an extension of time to sell the property; or


                                      S-166



      o     the special servicer obtains an opinion of independent counsel
            generally to the effect that the holding of the property subsequent
            to the end of the third calendar year following the year in which
            the acquisition occurred will not result in the imposition of a tax
            on the trust assets or cause either of REMIC I or REMIC II to fail
            to qualify as a REMIC under the Code.

      Regardless of whether the special servicer applies for or is granted an
extension of time to sell the property, the special servicer must act in
accordance with the Servicing Standard to liquidate the property on a timely
basis. If an extension is granted or opinion given, the special servicer must
sell the REO Property within the period specified in the extension or opinion.

      The special servicer may be required to retain an independent contractor
to operate and manage the REO Property. The retention of an independent
contractor will not relieve the special servicer of its obligations with respect
to the REO Property.

      In general, the special servicer, or an independent contractor employed by
the special servicer at the expense of the trust, will be obligated to operate
and manage any REO Property in a manner that:

      o     maintains its status as foreclosure property under the REMIC
            provisions of the Code; and

      o     is in accordance with the Servicing Standard.

      The special servicer must review the operation of each REO Property and
consult with the trustee or any person appointed by the trustee to act as tax
administrator to determine the trust's federal income tax reporting position
with respect to the income it is anticipated that the trust would derive from
the property. The special servicer could determine that it would not be
consistent with the Servicing Standard to manage and operate the property in a
manner that would avoid the imposition of a tax on net income from foreclosure
property, within the meaning of section 857(b)(4)(B) of the Code.

      Generally, net income from foreclosure property means income that does not
qualify as "rents from real property" within the meaning of Section 856(c)(3)(A)
of the Code and Treasury regulations thereunder or as income from the sale of
such REO Property. "Rents from real property" do not include the portion of any
rental based on the net income or gain of any tenant or sub-tenant. No
determination has been made whether rent on any of the mortgaged real properties
meets this requirement. "Rents from real property" include charges for services
customarily furnished or rendered in connection with the rental of real
property, whether or not the charges are separately stated. Services furnished
to the tenants of a particular building will be considered as customary if, in
the geographic market in which the building is located, tenants in buildings
which are of similar class are customarily provided with the service. No
determination has been made whether the services furnished to the tenants of the
mortgaged real properties are "customary" within the meaning of applicable
regulations. It is therefore possible that a portion of the rental income with
respect to an REO Property would not constitute "rents from real property," or
that all of such income would fail to so qualify if a separate charge is not
stated for such non-customary services or such services are not performed by an
independent contractor. In addition to the foregoing, any net income from a
trade or business operated or managed by an independent contractor on an REO
Property owned by REMIC, such as a hotel, will not constitute "rents from real
property." Any of the foregoing types of income instead constitute "net income
from foreclosure property," which would be taxable to such REMIC at the highest
marginal federal corporate rate (currently 35%) and may also be subject to state
or local taxes. Any such taxes would be chargeable against the related income
for purposes of determining the net proceeds from the REO Property available for
distribution to holders of Certificates. See "Federal Income Tax
Consequences-REMICs" in the accompanying prospectus.

      The special servicer will be required to segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Property is acquired by the
trust, the special servicer will be required to establish and maintain an
account for the retention of revenues and other proceeds derived from the REO
Property. That REO account must be maintained in a manner and with a depository
institution that satisfies rating agency standards for securitizations similar
to the one involving the offered certificates. The special servicer will be
required to deposit, or cause to be deposited, in its REO account, following
receipt, all net income, insurance proceeds, condemnation proceeds and
liquidation proceeds received with respect to each REO Property. The funds held
in this REO account may be held as cash or invested in Permitted


                                      S-167



Investments. Any interest or other income earned on funds in the special
servicer's REO account will be payable to the special servicer, subject to the
limitations described in the pooling and servicing agreement.

      The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the account relating to that particular REO Property. Shortly after the end of
each collection period, the special servicer will be required to withdraw from
the REO account and deposit, or deliver to the applicable master servicer for
deposit, into that master servicer's collection account the total of all amounts
received with respect to each REO Property during that collection period, net
of--

      o     any withdrawals made out of those amounts as described in the
            preceding sentence; and

      o     any portion of those amounts that may be retained as reserves as
            described in the next paragraph.

      The special servicer may, subject to the limitations described in the
pooling and servicing agreement, retain in its REO account the portion of the
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management, leasing, maintenance and disposition
of the related REO Property, including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses.

      The special servicer will be required to keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, its REO account.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

      The special servicer will be required, at the expense of the trust, to
inspect or cause an inspection of the corresponding mortgaged real property as
soon as practicable after any mortgage loan becomes a specially serviced
mortgage loan and annually so long as such mortgage loan is a specially serviced
mortgage loan. Beginning in 2008, the applicable master servicer, for each
mortgage loan that it is responsible for servicing that is not a specially
serviced mortgage loan and does not relate to an REO Property, will be required,
at its own expense, to inspect or cause an inspection of the mortgaged real
property at least once every calendar year, unless such mortgaged real property
has been inspected in such calendar year by the special servicer. The applicable
master servicer and the special servicer will each be required to prepare or
cause the preparation of a written report of each inspection performed by it
that generally describes the condition of the particular real property and that
specifies--

      o     any sale, transfer or abandonment of the property of which the
            subject master servicer or the special servicer, as applicable, is
            aware; or

      o     any change in the property's condition or value of which the subject
            master servicer or the special servicer, as applicable, is aware and
            considers to be material; or

      o     any visible waste committed on the property of which the subject
            master servicer or special servicer, as applicable, is aware and
            considers to be material.

      The special servicer, in the case of each specially serviced mortgage
loan, and the applicable master servicer, in the case of each other mortgage
loan, will each be required to use reasonable efforts to collect from the
related borrower, the quarterly (if any) and annual operating statements,
budgets and rent rolls of the corresponding mortgaged real property. However,
there can be no assurance that any operating statements required to be delivered
by a borrower will in fact be delivered, nor is the applicable master servicer
or the special servicer likely to have any practical means of compelling
delivery.

      The special servicer will also be required to cause quarterly and annual
operating statements, budgets and rent rolls to be prepared for each REO
Property.

      Each master servicer, with respect to each mortgage loan that it is
responsible for servicing, will be required to prepare and maintain an operating
statement analysis for each mortgaged real property and each REO Property, as
applicable, and copies of such operating statement analyses are to be made
available by the applicable


                                      S-168



master servicer to the trustee, the special servicer and/or the controlling
class representative upon request or as otherwise provided in the pooling and
servicing agreement (but not more frequently than quarterly).

EVIDENCE AS TO COMPLIANCE

      On or before May 1 of each year, beginning in 2008 (provided that, if any
of the following items are required in connection with any filing with the
Securities and Exchange Commission, each master servicer and the special
servicer will be required to deliver such items on or before March 15 of each
year, beginning in 2008), each master servicer and the special servicer must
deliver or cause to be delivered to the trustee and us, among others, the
following items:

      o     a report on an assessment of compliance by it with the applicable
            servicing criteria set forth in Item 1122(d) of Regulation AB,
            signed by an authorized officer of the subject master servicer or
            the special servicer, as the case may be, which report will contain
            (a) a statement by the subject master servicer or the special
            servicer, as the case may be, of its responsibility for assessing
            compliance with the servicing criteria applicable to it, (b) a
            statement that the subject master servicer or the special servicer,
            as the case may be, used the servicing criteria set forth in Item
            1122(d) of Regulation AB to assess compliance with the applicable
            servicing criteria, (c) the subject master servicer's or the special
            servicer's, as the case may be, assessment of compliance with the
            applicable servicing criteria as of and for the period ending
            December 31st of the preceding calendar year, which discussion must
            include any material instance of noncompliance with the applicable
            servicing criteria identified by the subject master servicer or the
            special servicer, as the case may be, and (d) a statement that a
            registered public accounting firm has issued an attestation report
            on the subject master servicer's or the special servicer's, as the
            case may be, assessment of compliance with the applicable servicing
            criteria as of and for such period ending December 31st of the
            preceding calendar year;

      o     as to each report delivered by the subject master servicer or the
            special servicer as described in the immediately preceding bullet, a
            report from a registered public accounting firm (made in accordance
            with the standards for attestation engagements issued or adopted by
            the Public Company Accounting Oversight Board) that attests to, and
            reports on, the assessment made by the asserting party in the report
            delivered as described in the immediately preceding bullet; and

      o     a statement signed by an authorized officer of the subject master
            servicer or the special servicer, as the case may be, to the effect
            that: (a) a review of the activities of the subject master servicer
            or the special servicer, as the case may be, during the preceding
            calendar year (or, if applicable, the portion of such year during
            which the offered certificates were outstanding) and of its
            performance under the pooling and servicing agreement has been made
            under such officer's supervision, and (b) to the best of such
            officer's knowledge, based on such review, the subject master
            servicer or special servicer, as the case may be, has fulfilled its
            material obligations under the pooling and servicing agreement in
            all material respects throughout the preceding calendar year or
            portion of that year during which the certificates were outstanding
            or, if there has been a material default, specifying each material
            default known to such officer and the nature and status of that
            default.

      The pooling and servicing agreement will require that: (1) any party to
the pooling and servicing agreement (in addition to the master servicers and
special servicer) that is "participating in the servicing function" (within the
meaning of Item 1122 of Regulation AB) with respect to the mortgage pool, must
deliver a separate assessment report and attestation report similar to those
described in the first two bullets of the prior paragraph; (2) any party to the
pooling and servicing agreement that has retained a sub-servicer, subcontractor
or agent that is "participating in the servicing function" (within the meaning
of Item 1122 of Regulation AB) with respect to the mortgage pool, must cause
(or, in the case of a sub-servicer that was servicing a mortgage loan for the
related mortgage loan seller prior to the sale of such mortgage loan by such
mortgage loan seller to the depositor, must use commercially reasonable efforts
to cause) that sub-servicer, subcontractor or agent to deliver a separate
assessment report and attestation report similar to those described in the first
two bullets of the prior paragraph; and (3) any party to the pooling and
servicing agreement that has retained a sub-servicer that meets the criteria in
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, must cause (or, in the case
of a sub-servicer that was servicing a


                                      S-169



mortgage loan for the related mortgage loan seller prior to the sale of such
mortgage loan by such mortgage loan seller to the depositor, must use
commercially reasonable efforts to cause) that sub-servicer to deliver, a
separate servicer compliance statement similar to that described in the third
bullet of the prior paragraph.

EVENTS OF DEFAULT

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

      o     any failure by either master servicer to deposit into the collection
            account any amount required to be so deposited by it under the
            pooling and servicing agreement, which failure continues unremedied
            for two business days following the date on which the deposit was
            required to be made; or

      o     any failure by either master servicer to remit to the trustee for
            deposit into the distribution account any amount required to be so
            remitted by it under the pooling and servicing agreement, which
            failure continues unremedied until 11:00 a.m., New York City time,
            on the business day following the date on which the remittance was
            required to be made; or

      o     any failure by the special servicer to deposit into the REO account
            or to deposit into, or to remit to the applicable master servicer
            for deposit into, the collection account, any amount required to be
            so deposited or remitted under the pooling and servicing agreement,
            provided, however, that the failure to deposit or remit such amount
            will not be an event of default if such failure is remedied within
            one business day and in any event on or prior to the related P&I
            advance date; or

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

      o     a master servicer or the special servicer fails to observe or
            perform in any material respect any of its other covenants or
            agreements under the pooling and servicing agreement, and that
            failure continues unremedied for 30 days after written notice of it,
            requiring it to be remedied, has been given to the subject master
            servicer or the special servicer, as the case may be, by any other
            party to the pooling and servicing agreement or by
            certificateholders entitled to not less than 25% of the voting
            rights for the certificates; provided, however, that (A) with
            respect to any such failure (other than a failure described in
            clause (B) below) that is not curable within such 30-day period, the
            subject master servicer or the special servicer, as the case may be,
            will have an additional cure period of 30 days to effect such cure
            so long as the subject master servicer or the special servicer, as
            the case may be, has commenced to cure such failure within the
            initial 30-day period and has provided the trustee and any affected
            B-Note Loan Noteholders with an officer's certificate certifying
            that it has diligently pursued, and is continuing to pursue, a full
            cure, or (B) in the case of the failure to deliver to the trustee
            the annual statement of compliance, the annual assessment report
            and/or the annual attestation report with respect to the subject
            master servicer or the special servicer, as applicable, pursuant to
            the pooling and servicing agreement, which is required to be part of
            or incorporated in a report to be filed with the Securities and
            Exchange Commission, continues unremedied beyond the time specified
            in the pooling and servicing agreement; or

      o     it is determined that there is a breach by either master servicer or
            the special servicer of any of its representations or warranties
            contained in the pooling and servicing agreement that materially and
            adversely affects the interests of any class of certificateholders,
            and that breach continues unremedied for 30 days after written
            notice of it, requiring it to be remedied, has been given to the
            applicable master servicer or the special servicer, as the case may
            be, by any other party to the pooling and servicing agreement or by
            certificateholders entitled to not less than 25% of the voting
            rights for the certificates; provided, however, that with respect to
            any such breach which is not curable within such 30-day period, the
            applicable master servicer or the special servicer, as the case may
            be, will have an additional cure period of 30 days to effect such
            cure so long as the


                                      S-170



            applicable master servicer or the special servicer, as the case may
            be, has commenced to cure such breach within the initial 30-day
            period and has provided the trustee with an officer's certificate
            certifying that it has diligently pursued, and is continuing to
            pursue, a full cure; or

      o     a decree or order of a court having jurisdiction in an involuntary
            case under federal or state bankruptcy, insolvency or similar law
            for the appointment of a conservator, receiver, liquidator, trustee
            or similar official in any bankruptcy, insolvency, readjustment of
            debt, marshalling of assets and liabilities or similar proceedings,
            or for the winding-up or liquidation of its affairs, is entered
            against a master servicer or the special servicer and the decree or
            order remains in force for a period of 60 days, provided, however,
            that the subject master servicer or the special servicer, as
            appropriate, will have an additional period of 30 days to effect a
            discharge, dismissal or stay of the decree or order if it commenced
            the appropriate proceedings to effect such discharge, dismissal or
            stay within the initial 60-day period; or

      o     a master servicer or the special servicer consents to the
            appointment of a conservator, receiver, liquidator, trustee or
            similar official in any bankruptcy, insolvency, readjustment of
            debt, marshalling of assets and liabilities or similar proceedings
            relating to it or of or relating to all or substantially all of its
            property; or

      o     a master servicer or the special servicer admits in writing its
            inability to pay its debts or takes other actions specified in the
            pooling and servicing agreement indicating its insolvency or
            inability to pay its obligations; or

      o     any of S&P or Moody's has (a) qualified, downgraded or withdrawn any
            rating then assigned by it to any class of certificates, or (b)
            placed any class of certificates on "watch status" in contemplation
            of possible rating downgrade or withdrawal (and that "watch status"
            placement has not have been withdrawn by it within 60 days of such
            placement), and, in either case, cited servicing concerns with a
            master servicer or the special servicer as the sole or a material
            factor in such rating action; or

      o     a master servicer or the special servicer is removed from S&P's
            Select Servicer List as a U.S. Commercial Mortgage Master Servicer
            or a U.S. Commercial Mortgage Special Servicer, as applicable, and
            is not reinstated within 60 days after its removal therefrom.

RIGHTS UPON EVENT OF DEFAULT

      If an event of default described under "--Events of Default" above occurs
with respect to the either master servicer or the special servicer and remains
unremedied, the trustee will be authorized, and at the direction of either the
controlling class representative or the certificateholders entitled to not less
than 25% of the voting rights for all the classes of certificates, the trustee
will be required, to terminate all of the rights and obligations of the
defaulting party under the pooling and servicing agreement and in and to the
trust assets other than any rights the defaulting party may have as a
certificateholder; provided that the terminated defaulting party will continue
to be entitled to receive all amounts due and owing to it in accordance with the
terms of the pooling and servicing agreement and will continue to be entitled to
the benefit of any provisions for reimbursement or indemnity as and to the
extent provided in the pooling and servicing agreement. Upon any termination,
the trustee must either:

      o     succeed to all of the responsibilities, duties and liabilities of
            the applicable master servicer or the special servicer, as the case
            may be, under the pooling and servicing agreement; or

      o     appoint an established mortgage loan servicing institution to act as
            successor a successor master servicer or the successor special
            servicer, as the case may be, provided such successor is reasonably
            acceptable to the controlling class representative.

      Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if a master servicer is terminated under the circumstances
described above because of the occurrence of any of the events of default
described in the last three bullets under "--Events of Default" above, that
master servicer will have the right for a period of approximately 45
days--during which time that master servicer will continue to master service the


                                      S-171



mortgage loans it is responsible for servicing--to sell its master servicing
rights with respect to the mortgage loans it is responsible for servicing to a
master servicer whose appointment S&P and Moody's have each confirmed will not
result in a qualification, downgrade or withdrawal of any of the then-current
ratings of the certificates. The terminated master servicer will be responsible
for all out-of-pocket expenses incurred in connection with the attempt to sell
its rights to master service the mortgage loans, to the extent such expenses are
not reimbursed by the replacement servicer.

      Either the controlling class representative or the holders of certificates
entitled to a majority of the voting rights for the certificates may require the
trustee to appoint an established mortgage loan servicing institution to act as
a successor master servicer or as the successor special servicer, as the case
may be, rather than have the trustee act as that successor, provided such
successor is reasonably acceptable to the controlling class representative. The
appointment of a successor special servicer by the trustee is subject to the
rights of the controlling class of certificateholders to designate a successor
special servicer as described under "--Replacement of the Special Servicer"
above.

      In general, the certificateholders entitled to at least 66?% of the voting
rights allocated to each class of certificates affected by any event of default
may waive the event of default. However, the events of default described in the
first, second, third, tenth or eleventh bullets under "--Events of Default"
above may only be waived by all of the holders of the affected classes of the
certificates. Upon any waiver of an event of default, the event of default will
cease to exist and will be deemed to have been remedied for every purpose under
the pooling and servicing agreement.

ADDITIONAL MATTERS RELATING TO THE TRUSTEE

      The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--

      o     be authorized under those laws to exercise trust powers;

      o     with limited exception, have a combined capital and surplus of at
            least $100,000,000; and

      o     be subject to supervision or examination by a federal or state
            banking authority.

      If the corporation, bank, trust company or association publishes reports
of condition at least annually, in accordance with law or the requirements of
the supervising or examining authority, then the combined capital and surplus of
the corporation, bank, trust company or association will be deemed to be its
combined capital and surplus as described in its most recent published report of
condition.

      We, the master servicers, the special servicer and our and their
respective affiliates, may from time to time enter into normal banking and
trustee relationships with the trustee and its affiliates. The trustee and any
of its respective affiliates may hold certificates in their own names. In
addition, for purposes of meeting the legal requirements of some local
jurisdictions, the master servicer and the trustee acting jointly will have the
power to appoint a co-trustee or separate trustee of all or any part of the
trust assets. All rights, powers, duties and obligations conferred or imposed
upon the trustee will be conferred or imposed upon the trustee and the separate
trustee or co-trustee jointly, or in any jurisdiction in which the trustee shall
be incompetent or unqualified to perform some acts, singly upon the separate
trustee or co-trustee who shall exercise and perform its rights, powers, duties
and obligations solely at the direction of the trustee.

SERVICING OF THE GEORGIA-ALABAMA RETAIL PORTFOLIO LOAN COMBINATION

      Pursuant to the Georgia-Alabama Retail Portfolio Intercreditor Agreement,
the Georgia-Alabama Retail Portfolio Loan Combination will initially be serviced
under the series 2007-7 pooling and servicing agreement for this transaction.
From and after the closing of the securitization of the Georgia-Alabama Retail
Portfolio A-Note Non-Trust Loan and satisfaction of the conditions set forth in
the series 2007-7 pooling and servicing agreement with respect to the transfer
of servicing, the Georgia-Alabama Retail Portfolio Loan Combination and any
related REO property may, at the option of Countrywide Commercial Real Estate
Finance, Inc., be serviced under the


                                      S-172



pooling and servicing agreement entered into in connection with such
securitization (such agreement, the "Georgia-Alabama Retail Portfolio A-Note
Non-Trust Mortgage Loan PSA"). One of the conditions to a transfer of servicing
from the series 2007-7 pooling and servicing agreement to the Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan PSA, is that the series 2007-7
trustee receive written confirmation from the rating agencies that such transfer
will not result in a downgrade, withdrawal or qualification of the ratings of
any of the series 2007-7 certificates. It is expected that the Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan PSA will provide for servicing
in a manner acceptable for rated transactions similar in nature to this
securitization. The servicing arrangements under the Georgia-Alabama Retail
Portfolio A-Note Non-Trust Mortgage Loan PSA are expected to be generally
similar to the servicing arrangements under the series 2007-7 pooling and
servicing agreement.

      In that regard, if the loan servicing is transferred to the securitization
governing the Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage Loan:

      o     The trustee under the Georgia-Alabama Retail Portfolio A-Note
            Non-Trust Mortgage Loan PSA will be the mortgagee of record for the
            Georgia-Alabama Retail Portfolio Loan Combination.

      o     The master servicer, the special servicer or the trustee under the
            series 2007-7 pooling and servicing agreement will have no
            obligation or authority to supervise the master servicer, special
            servicer or trustee under the Georgia-Alabama Retail Portfolio
            A-Note Non-Trust Mortgage Loan PSA or to make advances with respect
            to the Georgia-Alabama Retail Portfolio Loan Combination (except to
            the limited extent described below). The obligation of the master
            servicer to provide information and collections to the trustee and
            the series 2007-7 certificateholders with respect to the
            Georgia-Alabama Retail Portfolio Loan Combination will be dependent
            on its receipt of the corresponding information and collections from
            the master servicer or special servicer for that transaction.

      o     The master servicer under the Georgia-Alabama Retail Portfolio
            Non-Trust Mortgage Loan PSA will make servicing advances for the
            benefit of this trust and the trust formed under the Georgia-Alabama
            Retail Portfolio A-Note Non-Trust Mortgage Loan PSA and the master
            servicer will remit collections on the Georgia-Alabama Retail
            Portfolio Trust Mortgage Loan to or on behalf of the trustee for
            this trust.

      o     The master servicer under the Georgia-Alabama Retail Portfolio
            Non-Trust Mortgage Loan PSA will not be required to make P&I
            advances with respect to the Georgia-Alabama Retail Portfolio Trust
            Mortgage Loan. Consequently, the master servicer under the series
            2007-7 pooling and servicing agreement will be required to make P&I
            advances with respect to the Georgia-Alabama Retail Portfolio Trust
            Mortgage Loan, unless the master servicer under the Georgia-Alabama
            Retail Portfolio A-Note Non-Trust Mortgage Loan PSA or the master
            servicer under the series 2007-7 pooling and servicing agreement has
            determined that such advance would not be recoverable from
            collections on the Georgia-Alabama Retail Portfolio Loan
            Combination.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

      The certificates will be issued, on or about June 13, 2007, under the
pooling and servicing agreement. They will represent the entire beneficial
ownership interest of the trust. The assets of the trust will include:

      o     a segregated pool of mortgage loans;

      o     any and all payments under and proceeds of those mortgage loans
            received after the cut-off date, exclusive of payments of principal,
            interest and other amounts due on or before that date;

      o     the loan documents for those mortgage loans;


                                      S-173



      o     our rights under the mortgage loan purchase agreements between us
            and the respective mortgage loan sellers;

      o     any REO Properties acquired by the trust with respect to any of
            those mortgage loans that come into and continue in default;

      o     those funds or assets as from time to time are deposited in the
            master servicers' collection accounts, the special servicer's REO
            account, the trustee's distribution account described under
            "--Distribution Account" below, the trustee's Palmilla Apartments
            Stabilization Fee account described under "--Palmilla Apartments
            Stabilization Account" below or the trustee's interest reserve
            account described under "--Interest Reserve Account" below; and

      o     the swap agreements relating to the class A-2FL certificates, the
            class A-3FL certificates, the class A-4FL certificates, the class
            AM-FL certificates and the class AJ-FL certificates, respectively;
            provided, that none of the holders of any offered certificates will
            have any beneficial interest in any swap agreement.

      Whenever we refer to mortgage loans in this prospectus supplement, we are
referring to the mortgage loans that we intend to include in the trust fund,
unless the context clearly indicates otherwise.

      The certificates will include the following classes:

      o     the A-1, A-2, A-SB, A-4, A-1A, AM, AJ, B, C and D classes, which are
            the classes of certificates that are offered by this prospectus
            supplement; and

      o     the A-2FL, A-3FL, A-4FL, AM-FL, AJ-FL, E, F, G, H, J, K, L, M, N, P,
            Q, X, Y, Z, R-I and R-II classes, which are the classes of
            certificates that--

            1.    will be retained or privately placed by us; and

            2.    are not offered by this prospectus supplement.

      The trust will also include the class A-2FL, class A-3FL, class A-4FL,
class AM-FL and class AJ-FL REMIC II regular interests, which will be
represented by the class A-2FL, class A-3FL, class A-4FL, class AM-FL and class
AJ-FL certificates, respectively, which are not offered by this prospectus
supplement.

      The class A-1, A-2, A-2FL, A-3FL, A-SB, A-4, A-4FL, A-1A, AM, AM-FL, AJ,
AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates are the only
certificates that will have principal balances and are sometimes referred to as
the principal balance certificates. The principal balance of any of these
certificates will represent the total payments of principal to which the holder
of the certificate is entitled over time out of payments, or advances in lieu of
payments, and other collections on the assets of the trust. Accordingly, on each
distribution date, the principal balance of each certificate having a principal
balance will be permanently reduced by any payments of principal actually made
with respect to that certificate on that distribution date. See "--Payments"
below.

      On any particular distribution date, the principal balance of each class
of principal balance certificates may also be reduced, without any corresponding
payment, in connection with losses on the mortgage loans and default-related and
otherwise unanticipated expenses of the trust. However, in limited
circumstances, the total principal balance of a class of principal balance
certificates that was previously so reduced without a corresponding payment of
principal, may be reinstated (up to the amount of that prior reduction), with
past due interest. In general, such a reinstatement of principal balance on any
particular distribution date would result from any recoveries of Nonrecoverable
Advances or interest thereon that were reimbursed and/or paid in a prior
collection period from the principal portion of general collections on the
mortgage pool, which recoveries are included in the Principal Distribution
Amount for that distribution date. See "--Reductions to Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Fund Expenses"
below.


                                      S-174



      The class X certificates will not have principal balances, and the holders
of the class X certificates will not be entitled to receive payments of
principal. However, each class X certificate will have a notional amount for
purposes of calculating the accrual of interest with respect to that
certificate.

      The total notional amount of the class X certificates will equal the total
principal balance of all the class A-1, A-2, A-SB, A-4, A-1A, AM, AJ, B, C, D,
E, F, G, H, J, K, L, M, N, P and Q certificates and the class A-2FL, class
A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests
outstanding from time to time. The total initial notional amount of the class X
certificates will be approximately $2,785,502,676, although it may be as much as
5% larger or smaller, depending on the actual size of the initial mortgage pool
balance.

      In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance or notional
amount of any of your offered certificates from time to time, you may multiply
the original principal balance or notional amount of that certificate as of the
date of initial issuance of the offered certificates, as specified on the face
of that certificate, by the then-applicable certificate factor for the relevant
class. The certificate factor for any class of offered certificates, as of any
date of determination, will equal a fraction, expressed as a percentage, the
numerator of which will be the then outstanding total principal balance or
notional amount, as applicable, of that class, and the denominator of which will
be the original total principal balance or notional amount, as applicable, of
that class. Certificate factors will be reported monthly in the monthly trustee
report.

REGISTRATION AND DENOMINATIONS

      General. The offered certificates will be issued in book-entry form in
original denominations of $25,000 initial principal balance and in any whole
dollar denomination in excess of $25,000.

      Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the accompanying base prospectus under
"Description of the Certificates--Book-Entry Registration." For so long as any
class of offered certificates is held in book-entry form--

      o     all references in this prospectus supplement to actions by holders
            of those certificates will refer to actions taken by DTC upon
            instructions received from beneficial owners of those certificates
            through its participating organizations; and

      o     all references in this prospectus supplement to payments, notices,
            reports, statements and other information to holders of those
            certificates will refer to payments, notices, reports and statements
            to DTC or Cede & Co., as the registered holder of those
            certificates, for payment to beneficial owners of offered
            certificates through its participating organizations in accordance
            with DTC's procedures.

      The trustee will initially serve as certificate registrar for purposes of
providing for the registration of the offered certificates and, if and to the
extent physical certificates are issued to the actual beneficial owners of any
of the offered certificates, the registration of transfers and exchanges of
those certificates.

      DTC, Euroclear and Clearstream. You will hold your certificates through
DTC, in the United States, or Clearstream Banking Luxembourg or Euroclear Bank
S.A./N.V., as operator of the Euroclear System, in Europe, if you are a
participating organization of the applicable system, or indirectly through
organizations that are participants in the applicable system. Clearstream and
Euroclear will hold omnibus positions on behalf of organizations that are
participants in either of these systems, through customers' securities accounts
in Clearstream's or Euroclear's names on the books of their respective
depositaries. Those depositaries will, in turn, hold those positions in
customers' securities accounts in the depositaries' names on the books of DTC.
For a discussion of DTC, Euroclear and Clearstream, see "Description of the
Certificates--Book-Entry Registration--DTC, Euroclear and Clearstream" in the
accompanying base prospectus.

      Transfers between participants in DTC will occur in accordance with DTC's
rules. Transfers between participants in Clearstream and Euroclear will occur in
accordance with their applicable rules and operating


                                      S-175



procedures. Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or indirectly through
participants in Clearstream or Euroclear, on the other, will be accomplished
through DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its depositary. See "Description of the
Certificates--Book-Entry Registration--Holding and Transferring Book-Entry
Certificates" in the accompanying base prospectus. For additional information
regarding clearance and settlement procedures for the offered certificates and
for information with respect to tax documentation procedures relating to the
offered certificates, see Annex F hereto.

DISTRIBUTION ACCOUNT

      General. The trustee must establish and maintain an account in which it
will hold funds pending their payment on the certificates (exclusive of the
class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates), the class A-2FL, class
A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests and
from which it will make those payments. That distribution account must be
maintained in a manner and with a depository institution that satisfies rating
agency standards for securitizations similar to the one involving the offered
certificates. Funds held in the trustee's distribution account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in the trustee's distribution account will be paid to the trustee
subject to the limitations set forth in the pooling and servicing agreement.

      Although the trustee may establish and maintain collections of Additional
Interest and any Palmilla Apartments Stabilization Fees in an account separate
from, but comparable to, its distribution account, it is anticipated that, and
the discussion in this prospectus supplement assumes that, any collections of
Additional Interest and any Palmilla Apartments Stabilization Fees will be held
as part of a sub-account of the trustee's distribution account.

      Deposits. On the business day prior to each distribution date, each master
servicer will be required to remit to the trustee for deposit in the
distribution account the following funds:

      o     all payments and other collections on the mortgage loans and any REO
            Properties that are then on deposit in the subject master servicer's
            collection account, exclusive of any portion of those payments and
            other collections that represents one or more of the following:

            1.    monthly debt service payments due on a due date subsequent to
                  the end of the related collection period;

            2.    payments and other collections received after the end of the
                  related collection period;

            3.    amounts that are payable or reimbursable from the subject
                  master servicer's collection account to any person other than
                  the certificateholders, including--

                  (a)   amounts payable to the subject master servicer or the
                        special servicer as compensation, including master
                        servicing fees, special servicing fees, workout fees,
                        principal recovery fees, assumption fees, modification
                        fees and, to the extent not otherwise applied to cover
                        interest on Advances and/or certain other actual or
                        potential Additional Trust Fund Expenses, Penalty
                        Interest and late payment charges,

                  (b)   amounts payable in reimbursement of outstanding
                        Advances, together with interest on those Advances,

                  (c)   amounts payable with respect to other expenses of the
                        trust, and

                  (d)   amounts payable at the request of the other master
                        servicer as described in the last paragraph under
                        "--Collection Account--Withdrawals" above.

            4.    amounts deposited in the subject master servicer's collection
                  account in error;


                                      S-176



      o     any compensating interest payment deposited in the subject master
            servicer's collection account to cover Prepayment Interest
            Shortfalls incurred with respect to the mortgage loans during the
            related collection period;

      o     any P&I advances made with respect to that distribution date; and

      o     any amounts paid by the subject master servicer, the special
            servicer or the plurality controlling class certificateholder to
            purchase all the mortgage loans and any REO Properties (minus
            certain required deductions) in connection with the termination of
            the trust as contemplated under "Description of the Offered
            Certificates--Termination" in this prospectus supplement.

      See "--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" below and "Servicing of the Mortgage
Loans--Collection Account" and "--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement.

      With respect to each distribution date that occurs during March,
commencing in March 2008, the trustee will be required to transfer from its
interest reserve account, which we describe under "--Interest Reserve Account"
below, to the distribution account the interest reserve amounts that are then
being held in that interest reserve account with respect to those mortgage loans
that accrue interest on an Actual/360 Basis.

      Withdrawals. The trustee may from time to time make withdrawals from its
distribution account for any of the following purposes:

      o     to pay itself a monthly fee which is described under "--Trust
            Administration Compensation" above and any interest or other income
            earned on funds in the distribution account;

      o     to indemnify itself and various related persons, as described under
            "Description of the Governing Documents--Matters Regarding the
            Trustee" in the accompanying base prospectus;

      o     to indemnify itself and any corresponding related persons similar to
            those described in preceding bullet;

      o     to pay for any opinions of counsel required to be obtained in
            connection with any amendments to the pooling and servicing
            agreement and certain other opinions of counsel provided for in the
            pooling and servicing agreement;

      o     to pay any federal, state and local taxes imposed on the trust, its
            assets and/or transactions, together with all incidental costs and
            expenses, that are required to be borne by the trust as described
            under "Federal Income Tax Consequences--Taxation of Owners of REMIC
            Residual Certificates--Prohibited Transactions Tax and Other Taxes"
            in the accompanying base prospectus and "Servicing of the Mortgage
            Loans--REO Properties" in this prospectus supplement;

      o     to pay any separate tax administrator any amounts reimbursable to
            it;

      o     to transfer from its distribution account to its interest reserve
            account interest reserve amounts with respect to those mortgage
            loans that accrue interest on an Actual/360 Basis, as and when
            described under "--Interest Reserve Account" below;

      o     to pay to either master servicer any amounts deposited by such
            master servicer in the distribution account not required to be
            deposited therein; and

      o     to clear and terminate the distribution account at the termination
            of the pooling and servicing agreement.

      On each distribution date, all amounts on deposit in the trustee's
distribution account, exclusive of any portion of those amounts that are to be
withdrawn for the purposes contemplated in the foregoing paragraph, will be
withdrawn and applied to make payments on the certificates (exclusive of the
class A-2FL, A-3FL, A-4FL, AM-FL,


                                      S-177



and AJ-FL certificates), the class A-2FL, class A-3FL, class A-4FL, class AM-FL
and class AJ-FL REMIC II regular interests. For any distribution date, those
funds will consist of five separate components--

      o     the portion of those funds that represent prepayment consideration
            collected on the mortgage loans as a result of voluntary or
            involuntary prepayments that occurred during the related collection
            period, which will be paid to the holders of certain classes of
            certificates as described under "--Payments--Payments of Prepayment
            Premiums and Yield Maintenance Charges" below;

      o     the portion of those funds that represent Additional Interest
            collected on the Converting Loan during the related collection
            period, which will be paid to the holders of the class Y
            certificates as described under "--Payments--Payments of Additional
            Interest and Palmilla Apartments Stabilization Fee" below;

      o     the portion of those funds that represent Additional Interest
            collected on the ARD Loans and that represent the Palmilla
            Apartments Stabilization Fee during the related collection period,
            which will be paid to the holders of the class Z certificates as
            described under "--Payments--Payments of Additional Interest and
            Palmilla Apartments Stabilization Fee" below;

      o     the portion of those funds that represent any quarterly
            stabilization fee collected from the borrower in respect of the
            Palmilla Apartments mortgage loan during the related collection
            period, which will be paid to the holders of the class Z
            certificates as described under "--Payments--Payments of Additional
            Interest and Palmilla Apartments Stabilization Fee" below; and

      o     the remaining portion of those funds, which--

            1.    we refer to as the Available Distribution Amount; and

            2.    will be paid to the holders of all the certificates, other
                  than the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
                  certificates, and with respect to the class A-2FL, class
                  A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC II
                  regular interests, as described under "--Payments--Priority of
                  Payments" below.

INTEREST RESERVE ACCOUNT

      The trustee must maintain an account in which it will hold the interest
reserve amounts described in the next paragraph with respect to those mortgage
loans that accrue interest on an Actual/360 Basis. That interest reserve account
must be maintained in a manner and with a depository that satisfies rating
agency standards for similar securitizations as the one involving the offered
certificates. The interest reserve account may be a sub-account of the
distribution account, but for purposes of the discussion in this prospectus
supplement it is presented as if it were a separate account. Funds held in the
trustee's interest reserve account may be held as cash or invested in Permitted
Investments. Any interest or other income earned on funds in the trustee's
interest reserve account will be paid to the trustee subject to the limitations
set forth in the pooling and servicing agreement.

      During January, except in a leap year, and February of each calendar year,
beginning in 2008, the trustee will, on or before the distribution date in that
month (unless such distribution date is the final distribution date), withdraw
from the distribution account and deposit in its interest reserve account the
interest reserve amounts with respect to those mortgage loans that accrue
interest on an Actual/360 Basis and for which the monthly debt service payment
due in that month was either received or advanced. That interest reserve amount
for each of those mortgage loans will generally equal one day's interest
(exclusive of Penalty Interest and Additional Interest and net of any master
servicing fees and trust administration fees payable therefrom) accrued on the
Stated Principal Balance of the subject mortgage loan as of the end of the
related collection period.

      During March of each calendar year, beginning in 2008 (or February, if the
related distribution date is the final distribution date), the trustee will, on
or before the distribution date in that month, withdraw from its interest
reserve account and deposit in the distribution account any and all interest
reserve amounts then on deposit in the interest reserve account with respect to
those mortgage loans that accrue interest on an Actual/360 Basis. All


                                      S-178



interest reserve amounts that are so transferred from the interest reserve
account to the distribution account will be included in the Available
Distribution Amount for the distribution date during the month of transfer.

FLOATING RATE ACCOUNT

      The trustee, on behalf of the holders of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates, will be required to establish and maintain an
account in which it will hold funds pending their distribution on the class
A-2FL, A-3FL, A-4FL, AM-FL and/or AJ-FL certificates or to the swap counterparty
and from which it will make those distributions. No holder of any class of
offered certificates will have any beneficial interest in any such floating rate
account.

PALMILLA APARTMENTS STABILIZATION FEE ACCOUNT

      The trustee, on behalf of the holders of the class Z certificates, will be
required to establish and maintain an account in which it will hold any Palmilla
Apartments Stabilization Fees pending their distribution on the class Z
certificates and from which it will make those distributions. No holder of any
class of offered certificates will have any beneficial interest in any such
account.


                                      S-179



FEES AND EXPENSES

      The following summarizes the related fees and expenses to be paid from the
assets of the trust fund and the recipient, general purpose, source and
frequency of payments for those fees and expenses:



       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

Fees

Master Servicing Fee /           The master servicers will earn      Compensation     First, out of collections of        Monthly
   Master Servicers              a master servicing fee with                          interest with respect to the
                                 respect to each and every                            subject mortgage loan and
                                 mortgage loan in the trust,                          then, if the subject mortgage
                                 including each specially                             loan and any related REO
                                 serviced mortgage loan, if                           Property has been liquidated,
                                 any, and each mortgage loan,                         out of general collections on
                                 if any, as to which the                              deposit in the collection
                                 corresponding mortgaged real                         account.
                                 property has become an REO
                                 Property. With respect to
                                 each mortgage loan, the master
                                 servicing fee will: (1)
                                 generally be calculated for
                                 the same number of days and on
                                 the same principal amount as
                                 interest accrues or is deemed
                                 to accrue on that mortgage
                                 loan; and (2) accrue at an
                                 annual rate that ranges from
                                 0.02% to 0.14% per annum.
                                 Master servicing fees with
                                 respect to any mortgage loan
                                 will include the primary
                                 servicing fees payable by the
                                 applicable master servicer to
                                 any sub-servicer with respect
                                 to that mortgage loan.

Additional Master Servicing      Prepayment Interest Excesses        Compensation     Interest payments made by the    Time to time
   Compensation / Master         collected on mortgage loans                          related borrower intended to
   Servicers                     that are the subject of a                            cover interest accrued on the
                                 principal prepayment in full                         subject principal prepayment
                                 or in part after their                               with respect to the subject
                                 respective due dates in any                          mortgage loan during the
                                 collection period;                                   period from and after the
                                                                                      related due date.

                                 All interest and investment         Compensation     Interest and investment income      Monthly
                                 income earned on amounts on                          related to the subject
                                 deposit in accounts maintained                       accounts (net of investment
                                 by the master servicers, to                          losses).
                                 the extent not otherwise
                                 payable to the borrowers;



                                      S-180





       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

                                 On performing mortgage loans,       Compensation     Payments of late payment         Time to time
                                 late payment charges and                             charges and default interest
                                 default interest actually                            made by borrowers with respect
                                 collected with respect to the                        to the mortgage loans.
                                 subject mortgage loan during
                                 any collection period, but
                                 only to the extent not
                                 otherwise allocable to pay the
                                 following items with respect
                                 to the subject mortgage loan:
                                 (i) interest on advances; or
                                 (ii) Additional Trust Fund
                                 Expenses currently payable or
                                 previously paid with respect
                                 to the subject mortgage loan
                                 or mortgaged real property
                                 from collections on the
                                 mortgage pool and not
                                 previously reimbursed; and

                                 With respect to any                 Compensation     Payments of the applicable       Time to time
                                 non-specially serviced                               fee(s) made by the borrower
                                 mortgage loan, 100%--or, if the                      under the subject mortgage
                                 consent of the special                               loan.
                                 servicer is required with
                                 respect to the subject action,
                                 50%-- of each assumption
                                 application fee, assumption
                                 fee, modification fee,
                                 extension fee other similar
                                 fee or fees paid in connection
                                 with a defeasance of a
                                 mortgage loan that is actually
                                 paid by a borrower in
                                 connection with the related
                                 action.

Special Servicing Fee /          The special servicer will earn      Compensation     Out of general collections on       Monthly
   Special Servicer              a special servicing fee with                         all the mortgage loans and any
                                 respect to each mortgage loan                        REO Properties in the trust on
                                 that is being specially                              deposit in the master
                                 serviced or as to which the                          servicers' collection accounts.
                                 corresponding mortgaged real
                                 property has become an REO
                                 Property. With respect to
                                 each such mortgage loan
                                 described in the preceding
                                 sentence, the special
                                 servicing fee will: (a) accrue
                                 for the same number of days
                                 and on the same principal
                                 amount as interest accrues or
                                 is deemed to accrue from time
                                 to time on that mortgage loan;
                                 (b) accrue at a special
                                 servicing fee rate of 0.25%
                                 per annum; and (c) be payable
                                 monthly from general
                                 collections on the mortgage
                                 pool.



                                      S-181





       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

Workout Fee / Special Servicer   The special servicer will, in       Compensation     Out of each collection of        Time to time
                                 general, be entitled to                              interest (other than default
                                 receive a workout fee with                           interest) and principal
                                 respect to each specially                            received on the subject
                                 serviced mortgage loan that it                       mortgage loan.
                                 successfully works out. The
                                 workout fee will be payable
                                 out of, and will be calculated
                                 by application of a workout
                                 fee rate of 1.0% to, each
                                 collection of interest and
                                 principal received on the
                                 subject mortgage loan for so
                                 long as it is not returned to
                                 special servicing by reason of
                                 an actual or reasonably
                                 foreseeable default.

Principal Recovery Fee /         Subject to the exceptions           Compensation     Out of the full, partial or      Time to time
   Special Servicer              described under "The Pooling                         discounted payoff obtained
                                 and Servicing Agreement                              from the related borrower
                                 --Servicing and Other                                and/or liquidation proceeds
                                 Compensation and Payment of                          (exclusive of any portion of
                                 Expenses--Principal Special                          that payment or proceeds that
                                 Servicing Compensation--The                          represents a recovery of
                                 Principal Recovery Fee" in                           default interest) in respect
                                 this prospectus supplement,                          of the related specially
                                 the special servicer will, in                        serviced mortgage loan or
                                 general, be entitled to                              related REO Property, as the
                                 receive a principal recovery                         case may be.
                                 fee with respect to:  (a) each
                                 specially serviced mortgage
                                 loan--or any replacement
                                 mortgage loan substituted for
                                 it--as to which the special
                                 servicer obtains a full or
                                 discounted payoff from the
                                 related borrower; and (b) any
                                 specially serviced mortgage
                                 loan or REO Property as to
                                 which the special servicer
                                 receives any liquidation
                                 proceeds, sale proceeds,
                                 insurance proceeds or
                                 condemnation proceeds. As to
                                 each such specially serviced
                                 mortgage loan or foreclosure
                                 property, the principal
                                 recovery fee will be payable
                                 from, and will be calculated
                                 by application of a principal
                                 recovery fee rate of 1.0% to,
                                 the related payment or
                                 proceeds.

Additional Special Servicing     All interest and investment         Compensation     Interest and investment income      Monthly
   Compensation / Special        income earned on amounts on                          related to the subject
   Servicer                      deposit in accounts maintained                       accounts (net of investment
                                 by the special servicer;                             losses).



                                      S-182





       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

                                 On specially serviced mortgage      Compensation     Payments of late payment         Time to time
                                 loans, late payment charges                          charges and default interest
                                 and default interest actually                        made by borrowers in respect
                                 collected with respect to the                        of the mortgage loans.
                                 subject mortgage loan during
                                 any collection period, but
                                 only to the extent not
                                 otherwise allocable to pay the
                                 following items with respect
                                 to the subject mortgage loan:
                                 (i) interest on advances; or
                                 (ii) additional trust fund
                                 expenses currently payable or
                                 previously paid with respect
                                 to the subject mortgage loan
                                 or mortgaged real property
                                 from collections on the
                                 mortgage pool and not
                                 previously reimbursed;

                                 With respect to any specially       Compensation     Payments of the applicable       Time to time
                                 serviced mortgage loan, 100%                         fee(s) made by the borrower
                                 of each assumption application                       under the subject mortgage
                                 fee, assumption fee,                                 loan.
                                 modification fee or other
                                 similar fee actually paid by a
                                 borrower with respect to any
                                 assumption or modification; and

                                 With respect to any performing      Compensation     Payments of the applicable       Time to time
                                 mortgage loan, if the consent                        fee(s) made by the borrower
                                 of the special servicer is                           under the subject mortgage
                                 required with respect to the                         loan.
                                 subject action, 50% of
                                 assumption fees, assumption
                                 application fees, modification
                                 fees and other fees actually
                                 paid by a borrower with
                                 respect to any assumption,
                                 modification or other
                                 agreement entered into by the
                                 applicable master servicer.

Trust Administration Fee /       The trust administration fee,       Compensation     General collections on the          Monthly
   Trustee                       for any distribution date,                           mortgage loans and any REO
                                 will equal one month's                               Properties on deposit in the
                                 interest at 0.00071% per annum                       master servicers' collection
                                 with respect to each and every                       accounts and/or the trustee's
                                 mortgage loan in the trust,                          distribution account.
                                 including each specially
                                 serviced mortgage loan, if
                                 any, and each mortgage loan,
                                 if any, as to which the
                                 corresponding mortgaged real
                                 property has become an REO
                                 Property.

Additional Trust                 All interest and investment         Compensation     Interest and investment income      Monthly
   Administration                income earned on amounts on                          related to the subject account
   Compensation/Trustee          deposit in accounts maintained                       (net of investment losses).
                                 by the trustee.



                                      S-183





       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

EXPENSES

Servicing Advances /             To the extent of funds            Reimbursement of   Amounts on deposit in the        Time to time
   Trustee, Master Servicers     available, the amount of any          expenses       applicable master servicer's
   or Special Servicer           servicing advances.(1)                               collection account that
                                                                                      represent (a) payments made by
                                                                                      the related borrower to cover
                                                                                      the item for which such
                                                                                      servicing advance was made or
                                                                                      (b) liquidation proceeds,
                                                                                      condemnation proceeds,
                                                                                      insurance proceeds and, if
                                                                                      applicable, REO revenues (in
                                                                                      each case, if applicable, net
                                                                                      of any principal recovery fee
                                                                                      or workout fee payable
                                                                                      therefrom) received in respect
                                                                                      of the particular mortgage
                                                                                      loan or related REO Property,
                                                                                      provided that if the
                                                                                      applicable master servicer,
                                                                                      special servicer or trustee
                                                                                      determines that a servicing
                                                                                      advance is not recoverable out
                                                                                      of collections on the related
                                                                                      underlying mortgage loan, then
                                                                                      out of general collections on
                                                                                      the mortgage loans and any REO
                                                                                      Properties in the trust on
                                                                                      deposit in the applicable
                                                                                      master servicer's collection
                                                                                      account or, if funds in that
                                                                                      master servicer's collection
                                                                                      account are insufficient, the
                                                                                      other master servicer's
                                                                                      collection account.

Interest on servicing advances   At a rate per annum equal to a       Payment of      First, out of default interest   Time to time
   / Master Servicers, Special   published prime rate, accrued       interest on      and late payment charges on
   Servicer or Trustee           on the amount of each            Servicing Advances  the related mortgage loan and
                                 outstanding servicing                                then, after or at the same
                                 advance.(2)                                          time that advance is
                                                                                      reimbursed, out of any other
                                                                                      amounts then on deposit in the
                                                                                      applicable master servicer's
                                                                                      collection account or, if
                                                                                      funds in that master
                                                                                      servicer's collection account
                                                                                      are insufficient, the other
                                                                                      master servicer's collection
                                                                                      account.



                                      S-184





       TYPE / RECIPIENT                      AMOUNT                GENERAL PURPOSE                SOURCE                 FREQUENCY
------------------------------   -------------------------------  ------------------  ------------------------------   -------------

P&I Advances /                   To the extent of funds            Reimbursement of   Amounts on deposit in the        Time to time
   Master Servicer and Trustee   available, the amount of any     P&I Advances made   applicable master servicer's
                                 P&I advances.(1)                  with respect to    collection account that
                                                                  the mortgage pool   represent late collections of
                                                                                      interest and principal (net of
                                                                                      related master servicing,
                                                                                      workout and principal recovery
                                                                                      fees) received in respect of
                                                                                      the related mortgage loans or
                                                                                      REO Property as to which such
                                                                                      P&I advance was made, provided
                                                                                      that if the applicable master
                                                                                      servicer or trustee determines
                                                                                      that a P&I advance is not
                                                                                      recoverable out of collections
                                                                                      on the related underlying
                                                                                      mortgage loan, then out of
                                                                                      general collections on the
                                                                                      mortgage loans and any REO
                                                                                      Properties in the trust on
                                                                                      deposit in the applicable
                                                                                      master servicer's collection
                                                                                      account or, if funds in that
                                                                                      master servicer's collection
                                                                                      account are insufficient, the
                                                                                      other master servicer's
                                                                                      collection account.

Interest on P&I Advances /       At a rate per annum equal to a       Payment of      First, out of default interest   Time to time
   Master Servicers and Trustee  published prime rate, accrued     interest on P&I    and late payment charges on
                                 on the amount of each                 advances       the related mortgage loan and
                                 outstanding P&I advance.(2)                          then, after or at the same
                                                                                      time that advance is
                                                                                      reimbursed, out of any other
                                                                                      amounts then on deposit in the
                                                                                      applicable master servicer's
                                                                                      collection account or, if
                                                                                      funds in that master
                                                                                      servicer's collection account
                                                                                      are insufficient, the other
                                                                                      master servicer's collection
                                                                                      account.

Indemnification Expenses/        Amount to which such party is     Indemnification    General collections on the       Time to time
   Trustee and any director,     entitled to indemnification                          mortgage loans and any REO
   officer, employee or agent    under the pooling and                                Properties on deposit in the
   of the Trustee, Depositor,    servicing agreement.(3)                              applicable master servicer's
   Master Servicers or Special                                                        collection account or, if
   Servicer and any director,                                                         funds in that master
   officer, employee or agent                                                         servicer's collection account
   of Depositor, either Master                                                        are insufficient, the other
   Servicer or the Special                                                            master servicer's collection
   Servicer                                                                           account and/or the trustee's
                                                                                      distribution account.


-------------------------------------------------------
(1)   Reimbursable out of collections on the related mortgage loan, except that:
      (a) advances that are determined not to be recoverable out of related
      collections will be reimbursable first out of general collections of
      principal on the mortgage pool and then out of other general collections
      on the mortgage pool; and (b) advances that remain outstanding after a
      specially serviced mortgage loan has been worked out and the servicing of
      that mortgage loan has been returned to the applicable master servicer may
      be reimbursable out of general collections of principal on the mortgage
      pool.

(2)   Payable out of late payment charges and/or default interest on the related
      mortgage loan or, in connection with or after reimbursement of the related
      advance, out of general collections on the mortgage pool, although in some
      cases interest on advances may be payable first or solely out of general
      collections of principal on the mortgage pool.


                                      S-185



(3)   Payable out of general collections on the mortgage pool. In general, none
      of the above specified persons are entitled to indemnification for (1) any
      liability specifically required to be borne thereby pursuant to the terms
      of the pooling and servicing agreement, or (2) any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or negligence
      in the performance of, or the negligent disregard of, such party's
      obligations and duties under the pooling and servicing agreement, or as
      may arise from a breach of any representation or warranty of such party
      made in the pooling and servicing agreement.


                                      S-186



CALCULATION OF PASS-THROUGH RATES

      Each class of certificates identified in the table on page S-8 as having a
"Fixed" pass-through rate will have a fixed pass-through rate that will remain
constant at the initial pass-through rate shown for that class in the table.

      Each class of certificates identified in the table on page S-8 as having a
"WAC Cap" pass-through rate will have a variable pass-through rate equal to the
lesser of--

      (a)   the pass-through rate identified in footnote 1 to the table (or with
respect to the class A-2 certificates, the initial pass-through rate identified
in the table) on page S-8 with respect to that class, and

      (b)   a weighted average of the adjusted net mortgage interest rates on
the mortgage loans (excluding the additional interest distributable to the class
Y and class Z certificates) from time to time.

      The class of certificates identified in the table on page S-8 as having a
"WAC" pass-through rate will have a variable pass-through rate equal to a
weighted average of the adjusted net mortgage interest rates on the mortgage
loans (excluding amounts payable to the class Y and class Z certificates) from
time to time.

      The pass-through rates applicable to the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class A-4FL REMIC II
regular interest, the class AM-FL REMIC II regular interest and the class AJ-FL
REMIC II regular interest for each interest accrual period will equal the lesser
of (x) the Weighted Average Net Mortgage Rate for the related distribution date
and (y) 5.693 %, 5.739%, 5.810%, 5.902% and 5.975%, respectively, per annum.

      For so long as the related swap agreement is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, the
pass-through rates applicable to the class A-2FL, class A-3FL, class A-4FL,
class AM-FL and class AJ-FL certificates will be floating rates based on LIBOR
plus a specified percentage. However, the pass-through rate with respect to the
class A-2FL, A-3FL, A-4FL, AM-FL or AJ-FL certificates may be effectively
reduced as a result of shortfalls allocated to the corresponding REMIC II
regular interest or, if the pass-through rate of the related REMIC II regular
interest for any interest accrual period is limited by the Weighted Average Net
Mortgage Rate, then the amount by which the interest distributable with respect
to that REMIC II regular interest is reduced as a result of that limitation will
result in a corresponding reduction to the amount of interest payable by the
swap counterparty with respect to the related distribution date and therefore a
corresponding reduction to the amount of interest distributable with respect to
the class A-2FL, class A-3FL, class A-4FL, class AM-FL and/or class AJ-FL
certificates, as applicable, on that distribution date. In addition, if there is
a continuing payment default under the related swap agreement, or if the related
swap agreement is terminated and a replacement swap agreement is not obtained,
then the pass-through rate with respect to the class A-2FL certificates, the
class A-3FL certificates, the class A-4FL certificates, the class AM-FL
certificates or the class AJ-FL certificates, as applicable, will convert to a
per annum rate equal to the pass-through rate on the corresponding REMIC II
regular interest, and accordingly the interest accrual period and interest
accrual basis for that class of certificates will convert to those of the
corresponding REMIC II regular interest.

      The term "LIBOR" means, with respect to the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates and each interest accrual period for those
certificates, the rate for deposits in U.S. Dollars, for a period equal to one
month, which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London
time, on the related LIBOR Determination Date. If that rate does not appear on
Reuters Screen LIBOR01 Page, LIBOR for that interest accrual period will be
determined on the basis of the rates at which deposits in U.S. Dollars are
offered by any five major reference banks in the London interbank market
selected by the calculation agent under each swap agreement to provide that
bank's offered quotation of such rates at approximately 11:00 a.m., London time,
on the related LIBOR Determination Date to prime banks in the London interbank
market for a period of one month, commencing on the first day of the subject
interest accrual period and in an amount that is representative for a single
such transaction in the relevant market at the relevant time. The calculation
agent under each swap agreement will request the principal London office of any
five major reference banks in the London interbank market selected by the
calculation agent to provide a quotation of those rates, as offered by each such
bank. If at least two such quotations are provided, LIBOR for that interest
accrual period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, LIBOR for that interest accrual period
will be the arithmetic mean of the rates quoted by


                                      S-187



major banks in New York City selected by the calculation agent under each swap
agreement, at approximately 11:00 a.m., New York City time, on the related LIBOR
Determination Date with respect to the subject interest accrual period for loans
in U.S. Dollars to leading European banks for a period equal to one month,
commencing on the LIBOR Determination Date with respect to such interest accrual
period and in an amount that is representative for a single such transaction in
the relevant market at the relevant time. The calculation agent under each swap
agreement will determine LIBOR for each interest accrual period and the
determination of LIBOR by the calculation agent will be binding absent manifest
error.

      The "LIBOR Determination Date" for the class A-2FL, A-3FL, A-4FL, AM-FL
and AJ-FL certificates is (i) with respect to the initial interest accrual
period, the date that is two LIBOR business days prior to the date of initial
issuance of the certificates, and (ii) with respect to each applicable interest
accrual period thereafter, the date that is two LIBOR Business Days prior to the
commencement of the subject interest accrual period. A "LIBOR Business Day" is
any day on which commercial banks are open for general business (including
dealings in foreign exchange and foreign currency deposits) in London, England
and/or New York, New York.

      The pass-through rate for the class X certificates for any interest
accrual period will equal the weighted average of the respective strip rates,
which we refer to as class X strip rates, at which interest accrues during that
interest accrual period on the respective components of the total notional
amount of the class X 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 the total principal balance of one of the respective classes of the principal
balance certificates. The total principal balance of each class of principal
balance certificates (other than the class A-2FL, class A-3FL, class A-4FL,
class AM-FL and class AJ-FL certificates) or REMIC II regular interests will
constitute a separate component of the total notional amount of the class X
certificates.

      For purposes of accruing interest on the class X certificates during any
interest accrual period, the applicable class X strip rate with respect to any
component of the total notional amount of the class X certificates for that
interest accrual period will equal the excess, if any, of (a) the Weighted
Average Net Mortgage Rate for the related distribution date, over (b) the
pass-through rate in effect during such interest accrual period for the class of
principal balance certificates whose principal balance makes up such component.

      The class Y, Z, R-I and R-II certificates will not be interest-bearing
and, therefore, will not have pass-through rates.

PAYMENTS

      General. On each distribution date, the trustee will, to the extent of
available funds, make all payments required to be made on the certificates on
that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur. The final payment of principal and/or interest on any offered
certificate, however, will be made only upon presentation and surrender of that
certificate at the offices of the certificate registrar or such other location
to be specified in a notice of the pendency of that final payment.

      In order for a certificateholder to receive payments by wire transfer on
and after any particular distribution date, that certificateholder must provide
the trustee with written wiring instructions no later than five business days
prior to the last business day of the calendar month preceding the month in
which that distribution date occurs. Otherwise, that certificateholder will
receive its payments by check mailed to it.

      Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.

      Payments of Interest. All of the classes of the certificates except for
the class Y, Z, R-I and R-II certificates, the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class A-4FL REMIC II
regular interest, the class AM-FL REMIC II regular interest, and the class AJ-FL
REMIC II regular interest, will bear interest based upon:


                                      S-188



      o     the pass-through rate with respect to that particular class of
            certificates, the class A-2FL REMIC II regular interest, the class
            A-3FL REMIC II regular interest, the class A-4FL REMIC II regular
            interest, the class AM-FL REMIC II regular interest, and the class
            AJ-FL REMIC II regular interest, as the case may be, for that
            interest accrual period;

      o     the total principal balance or notional amount, as the case may be,
            of that particular class of certificates, the class A-2FL REMIC II
            regular interest, the class A-3FL REMIC II regular interest, the
            class A-4FL REMIC II regular interest, the class AM-FL REMIC II
            regular interest, and the class AJ-FL REMIC II regular interest, as
            the case may be, outstanding immediately prior to the related
            distribution date; and

      o     the assumption that each year consists of twelve 30-day months (or,
            in the case of each of the class A-2FL, A-3FL, A-4FL, AM-FL and
            AJ-FL certificates, for so long as the related swap agreement is in
            effect and there is no continuing payment default thereunder on the
            part of the swap counterparty, based on the actual number of days in
            that interest accrual period and the assumption that each year
            consists of 360 days). In addition, if the pass-through rate of the
            any of the REMIC II regular interests for any interest accrual
            period is limited by the Weighted Average Net Mortgage Rate, then
            the amount by which the interest distributable with respect to that
            REMIC II regular interest is reduced as a result of that limitation
            will result in a corresponding reduction to the amount of interest
            payable by the swap counterparty with respect to the related
            distribution date and therefore a corresponding reduction to the
            amount of interest distributable with respect to the class A-2FL,
            class A-3FL, class A-4FL, class AM-FL and/or class AJ-FL
            certificates, as applicable, on that distribution date.

      On each distribution date, subject to available funds and the priorities
of payment described under "--Payments--Priority of Payments" below, the total
amount of interest payable to the holders of each interest-bearing class of the
certificates (exclusive of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates) and with respect to each of the class A-2FL REMIC II regular
interest, A-3FL REMIC II regular interest, A-4FL REMIC II regular interest,
AM-FL REMIC II regular interest and the class AJ-FL REMIC II regular interest
will include the total amount of interest accrued during the related interest
accrual period with respect to that class of certificates or that REMIC II
regular interest, as the case may be, reduced (except in the case of the class X
certificates) by the portion of any Net Aggregate Prepayment Interest Shortfall
or any interest shortfall for that distribution date allocable to the subject
class of certificates.

      The portion of the Net Aggregate Prepayment Interest Shortfall for any
distribution date that is allocable to any class of principal balance
certificates will equal the product of:

      o     the amount of that Net Aggregate Prepayment Interest Shortfall for
            that distribution date (less the amount allocated to the applicable
            class of certificates as specified in the following paragraph)
            multiplied by

      o     a fraction, the numerator of which is the total amount of interest
            accrued during the related interest accrual period with respect to
            the subject class of principal balance certificates or the subject
            REMIC II regular interest, as the case may be, and the denominator
            of which is the total amount of interest accrued during the related
            interest accrual period with respect to all of the interest bearing
            classes of certificates (exclusive of the class A-2FL, A-3FL, A-4FL,
            AM-FL and AJ-FL certificates), the class A-2FL REMIC II regular
            interest, the class A-3FL REMIC II regular interest, the class A4-FL
            REMIC II regular interest, the class AM-FL REMIC II regular interest
            and the class AJ-FL REMIC II regular interest.

      If the holders of any interest-bearing class of the certificates do not
receive all of the interest to which they or it, as applicable, are/is entitled
on any distribution date, then they or it, as applicable, will continue to be
entitled to receive the unpaid portion of that interest on future distribution
dates, subject to the available funds for those future distribution dates and
the priorities of payment described under "--Payments--Priority of Payments"
below.

      Although Net Aggregate Prepayment Interest Shortfalls or other interest
shortfalls will not be allocated directly to the class A-2FL, A-3FL, A-4FL,
AM-FL or AJ-FL certificates, any such shortfalls allocated to the


                                      S-189



corresponding REMIC II regular interest will result in a dollar-for-dollar
reduction in the interest distributable on the class A-2FL, A-3FL, A-4FL, AM-FL
or AJ-FL certificates, as the case may be. Any distributions of interest
allocated to the class A-2FL, class A-3FL, class A-4FL, class AM-FL and class
AJ-FL REMIC II regular interests, will be deposited in the trustee's floating
rate account and will thereafter be distributed to the holders of the class
A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates, as applicable, and/or the
swap counterparty, as applicable.

      If the holders of any interest-bearing class of the certificates (other
than the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates) or the grantor
trust with respect to the class A-2FL REMIC II regular interest, the class A-3FL
REMIC II regular interest, the class A-4FL REMIC II regular interest, the class
AM-FL REMIC II regular interest or the class AJ-FL REMIC II regular interest do
not receive all of the interest to which they are entitled on any distribution
date, then they will continue to be entitled to receive the unpaid portion of
that interest on future distribution dates, subject to the available funds for
those future distribution dates and the priorities of payment described under
"--Payments--Priority of Payments" below. However, no interest will accrue on
any of that unpaid interest, and a portion of any past due interest payable with
respect to each of the class A-2FL, class A-3FL, class A-4FL, class AM-FL and
class AJ-FL REMIC II regular interests may be payable to the swap counterparty.

      Payments of Principal. In general, subject to available funds and the
priority of payments described under "--Payments--Priority of Payments" below,
the total distributions of principal to be made with respect to the principal
balance certificates (other than the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates), the class A-2FL, class A-3FL, class A-4FL, class AM-FL and class
AJ-FL REMIC II regular interests, on any given distribution date will equal the
Principal Distribution Amount for that distribution date, and the total
distributions of principal to be made with respect to any particular class of
principal balance certificates on any given distribution date will equal the
portion of the Principal Distribution Amount for that distribution date that is
allocable to that particular class of principal balance certificates. So long as
the class A-4 and A-4FL certificates, on the one hand, and class A-1A
certificates, on the other hand, remain outstanding, however, except as
otherwise set forth below, the Principal Distribution Amount for each
distribution date will be calculated on a loan group-by-loan group basis. On
each distribution date after the total principal balance of either the class A-4
and A-4FL certificates on the one hand, or the class A-1A certificates, on the
other hand, has been reduced to zero, a single Principal Distribution Amount
will be calculated in the aggregate for both loan groups.

      As indicated in the definition of "Principal Distribution Amount" in the
glossary to this prospectus supplement, the Principal Distribution Amount for
any distribution date will generally be:

      o     reduced by any Nonrecoverable Advance, with interest thereon, or any
            Workout-Delayed Reimbursement Amount with respect to any mortgage
            loan (or, in the case of a servicing advance, the related Loan
            Combination) that is reimbursed out of general collections of
            principal on the mortgage pool received during the related
            collection period; and

      o     increased by any items recovered during the related collection
            period that previously constituted a Nonrecoverable Advance or
            interest thereon or a Workout-Delayed Reimbursement Amount that was
            reimbursed out of general collections of principal on the mortgage
            pool during a prior collection period.

      If any Nonrecoverable Advance, with interest thereon, or Workout-Delayed
Reimbursement Amount with respect to a mortgage loan is reimbursed out of
general collections of principal on the mortgage pool, then any corresponding
reduction in the Principal Distribution Amount for the relevant distribution
date, as contemplated by the first bullet of the prior paragraph, will generally
result first in a reduction in the portion of such Principal Distribution Amount
attributable to the loan group that includes the subject mortgage loan, until
such portion is reduced to zero, and then in the portion of such Principal
Distribution Amount that is attributable to the other loan group. Increases in
the Principal Distribution Amount for any distribution date, as contemplated by
the second bullet of the prior paragraph, will generally be made to offset prior
reductions in reverse order to that described in the prior sentence. See
"Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement and "--Advances of Delinquent Monthly
Debt Service Payments and Reimbursement of Advances" below.


                                      S-190



      The payment of Additional Trust Fund Expenses with respect to any mortgage
loan may result in a reduction of amounts allocable as principal of that
mortgage loan and, accordingly, a smaller Principal Distribution Amount.

      In general, the portion of the Principal Distribution Amount consisting of
the Loan Group 1 Principal Distribution Amount will be allocated to the class
A-1, A-2, A-SB and A-4 certificates and the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest and the class A-4FL REMIC II
regular interest on each distribution date as follows:

      o     first, to the class A-SB certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, and

            2.    the excess, if any, of (a) the total principal balance of the
                  class A-SB certificates outstanding immediately prior to that
                  distribution date, over (b) the Class A-SB Planned Principal
                  Balance for that distribution date;

      o     second, to the class A-1 certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB certificates as described in the
                  preceding bullet, and

            2.    the total principal balance of the class A-1 certificates
                  outstanding immediately prior to that distribution date;

      o     third, to the class A-2 certificates and the class A-2FL REMIC II
            regular interest, on a pro rata basis by principal balance, up to
            the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB and/or A-1 certificates as
                  described in the preceding two bullets, and

            2.    the total principal balance of the class A-2 certificates and
                  the class A-2FL REMIC II regular interest outstanding
                  immediately prior to that distribution date;

      o     fourth, to the class A-3FL REMIC II regular interest, up to the
            lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB, A-1 and/or A-2 certificates
                  and/or the class A-2FL REMIC II regular interest as described
                  in the preceding three bullets, and

            2.    the total principal balance of the class A-3FL REMIC II
                  regular interest outstanding immediately prior to that
                  distribution date;

      o     fifth, to the class A-SB certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB, A-1, A-2 certificates and/or the
                  class A-2FL REMIC II regular interest and/or the class A-3FL
                  REMIC II regular interest as described in the preceding four
                  bullets, and

            2.    the total principal balance of the class A-SB certificates
                  outstanding immediately prior to that distribution date (as
                  reduced by any portion of the Loan Group 1 Principal
                  Distribution Amount for that distribution date allocable to
                  the class A-SB certificates as described in the first bullet
                  of this paragraph); and


                                      S-191



      o     sixth, to the class A-4 certificates and the class A-4FL REMIC II
            regular interest, on a pro rata basis by principal balance, up to
            the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-1, A-2 and/or A-SB certificates
                  and/or the class A-2FL REMIC II regular interest and/or the
                  class A-3FL REMIC II regular interest as described in the
                  preceding five bullets, and

            2.    the total principal balance of the class A-4 certificates and
                  the class A-4FL REMIC II regular interest outstanding
                  immediately prior to that distribution date;

      In general, the portion of the Principal Distribution Amount consisting of
the Loan Group 2 Principal Distribution Amount will be allocated to the class
A-1A certificates on each distribution date up to the lesser of--

      o     the entire Loan Group 2 Principal Distribution Amount for that
            distribution date; and

      o     the total principal balance of the class A-1A certificates
            outstanding immediately prior to that distribution date.

      If the Loan Group 1 Principal Distribution Amount for any distribution
date exceeds the total principal balance of the class A-1, A-2, A-SB and A-4
certificates, the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest and the class A-4FL REMIC II regular interest outstanding
immediately prior to that distribution date, then (following retirement of the
class A-1, A-2, A-SB and A-4 certificates, the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest and the class A-4FL REMIC II
regular interest) the remaining portion thereof would be allocated to the class
A-1A certificates, up to the extent necessary to retire such class of
certificates. Similarly, if the Loan Group 2 Principal Distribution Amount for
any distribution date exceeds the total principal balance of the class A-1A
certificates outstanding immediately prior to that distribution date, then
(following retirement of the class A-1A certificates) the remaining portion
thereof would be allocated (after taking account of the allocations of the Loan
Group 1 Principal Distribution Amount for that distribution date described in
the second preceding paragraph): first, to the class A-SB certificates, up to
the extent necessary to pay down the then total principal balance thereof to the
Class A-SB Planned Principal Balance for that distribution date; second, to the
class A-1 certificates, up to the extent necessary to retire that class of
certificates; third, to the class A-2 certificates and the class A-2FL REMIC II
regular interest, on a pro rata basis by principal balance, up to the extent
necessary to retire that class of certificates and that REMIC II regular
interest; fourth, to the class A-3FL REMIC II regular interest, up to the extent
necessary to retire that REMIC II regular interest; fifth, to the class A-SB
certificates, up to the extent necessary to retire that class of certificates;
and sixth, to the class A-4 certificates and the class A-4FL REMIC II regular
interest, on a pro rata basis by principal balance, up to the extent necessary
to retire that class of certificates and that REMIC II regular interest.

      Notwithstanding the foregoing, if any of two or more of the A-1, A-2,
A-2FL, A-3FL, A-SB, A-4, A-4FL and A-1A classes are outstanding at a time when
the total principal balance of the class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G,
H, J, K, L, M, N, P and Q certificates has been reduced to zero as described
under "--Reductions to Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses" below, then the Principal
Distribution Amount for each distribution date thereafter will be allocable
among the A-1, A-2, A-SB, A-4 and A-1A classes and, if applicable, the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest and
the class A-4FL REMIC II regular interest that remain outstanding on a pro rata
basis in accordance with their respective total principal balances immediately
prior to that distribution date, in each case up to that total principal
balance.

      Following the retirement of the class A-1, A-2, A-SB, A-4, A-1A
certificates and the class A-2FL REMIC II regular interest, the A-3FL REMIC II
regular interest and A-4FL REMIC II regular interest, the Principal Distribution
Amount for each distribution date will be allocated to the respective classes of
certificates identified in the table below and in the order of priority set
forth in that table, in each case up to the lesser of--

      o     the portion of that Principal Distribution Amount that remains
            unallocated; and

      o     the total principal balance of the particular class immediately
            prior to that distribution date.


                                      S-192



              ORDER OF ALLOCATION                         CLASS
      -----------------------------------    -------------------------------
                       1                              AM and AM-FL*
                       2                              AJ and AJ-FL*
                       3                                    B
                       4                                    C
                       5                                    D
                       6                                    E
                       7                                    F
                       8                                    G
                       9                                    H
                      10                                    J
                      11                                    K
                      12                                    L
                      13                                    M
                      14                                    N
                      15                                    P
                      16                                    Q

___________________

*     Pro rata and pari passu based on the respective principal balances
      thereof. References to "AM-FL" and "AJ-FL" in the table refer to the class
      AM-FL and class AJ-FL REMIC II regular interests.

      In no event will the holders of any class of certificates or REMIC II
regular interests listed in the foregoing table be entitled to receive any
payments of principal until the total principal balance of the class A-1, A-2,
A-SB, A-4, A-1A certificates and the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest and A-4FL REMIC II regular interest is
reduced to zero. Furthermore, in no event will the holders of any class of
certificates listed in the foregoing table be entitled to receive any payments
of principal until the total principal balance of all other classes of
certificates, if any, listed above it in the foregoing table is reduced to zero.

      Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of principal balance
certificates (exclusive of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates), the class A-2FL, class A-3FL, class A-4FL, class AM-FL and class
AJ-FL REMIC II regular interests may be reduced without a corresponding payment
of principal. If that occurs with respect to any such class of principal balance
certificates or with respect to the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest, the class A-4FL REMIC II regular
interest, the class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
regular interest, then, subject to available funds from time to time and the
priority of payments described under "--Payments--Priority of Payments" below,
there may be distributed with respect to that class of principal balance
certificates or that REMIC II regular interest, as applicable, a reimbursement
of the amount of any such reduction, without interest. References to the "loss
reimbursement amount" under "--Payments--Priority of Payments" below mean, in
the case of any class of principal balance certificates (exclusive of the class
A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL certificates) or in the case of the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest, the
class A-4FL REMIC II regular interest, the class AM-FL REMIC II regular interest
or the class AJ-FL REMIC II regular interest, for any distribution date, the
total amount of all previously unreimbursed reductions, if any, made in the
total principal balance of that class of principal balance certificates or the
total principal balance of that REMIC II regular interest, as applicable, on all
prior distribution dates as discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below. Any such reimbursements with respect to the class A-2FL REMIC
II regular interest, the class A-3FL REMIC II regular interest, the class A-4FL
REMIC II regular interest, the class AM-FL REMIC II regular interest or the
class AJ-FL REMIC II regular interest, will be deposited in the trustee's
floating rate account and thereafter will be distributed to the holders of the
class A-2FL certificates, the class A-3FL certificates, the class A-4FL
certificates, the class AM-FL certificates or the class AJ-FL certificates, as
applicable.

      In limited circumstances, the total principal balance of a class of
principal balance certificates or REMIC II regular interest that was previously
reduced as described in the preceding paragraph without a corresponding payment
of principal, may be reinstated (up to the amount of the prior reduction), with
interest. Any such


                                      S-193



reinstatement of principal balance would result in a corresponding reduction in
the loss reimbursement amount with respect to the subject class of principal
balance certificates or REMIC II regular interest. In general, such a
reinstatement of principal balance on any particular distribution date would
result from any recoveries of Nonrecoverable Advances (or interest thereon) that
was reimbursed in a prior collection period from the principal portion of
general collections on the mortgage pool, which recoveries are included in the
Principal Distribution Amount for such Distribution Date.

      Priority of Payments. On each distribution date, the trustee will apply
the Available Distribution Amount for that date applicable to the related loan
group or both loan groups, to make the following payments in the following order
of priority, in each case to the extent of the remaining applicable portion of
the Available Distribution Amount:

ORDER OF      RECIPIENT CLASS
PAYMENT         OR CLASSES                  TYPE AND AMOUNT OF PAYMENT
--------   ---------------------   ---------------------------------------------
   1                X*             From the entire Available Distribution
                                   Amount, interest up to the total interest
                                   payable on that class, without regard to loan
                                   groups

            A-1, A-2, A-2FL(1),    From the portion of the Available
            A-3FL(2), A-SB, A-4    Distribution Amount attributable to the and
                 A-4FL*(3)         mortgage loans in loan group 1, interest up
                                   to the total interest payable on those
                                   classes, pro rata, based on entitlement

                   A-1A*           From the portion of the Available
                                   Distribution Amount attributable to the
                                   mortgage loans in loan group 2, interest up
                                   to the total interest payable on such class

   2        A-1, A-2, A-2FL(1),    Principal up to the Loan Group 1 Principal
            A-3FL(2), A-SB, A-4    Distribution Amount (and, if the class A-1A
              and A-4FL**(3)       certificates are retired, any remaining
                                   portion of the Loan Group 2 Principal
                                   Distribution Amount), first to the class A-SB
                                   certificates, until the total principal
                                   balance thereof is reduced to the applicable
                                   Class A-SB Planned Principal Balance, and
                                   then to (a) the class A-1 certificates, (b)
                                   the class A-2 certificates and the class
                                   A-2FL REMIC II regular interest, on a pro
                                   rata basis by principal balance, (c) the
                                   class A-3FL REMIC II regular interest, (d)
                                   the class A-SB certificates and (e) the class
                                   A-4 certificates and the class A-4FL REMIC II
                                   regular interest, on a pro rata basis by
                                   principal balance.

                  A-1A**           Principal up to the Loan Group 2 Principal
                                   Distribution Amount (and, if the class A-4
                                   and class A-4FL certificates are retired, any
                                   remaining portion of the Loan Group 1
                                   Principal Distribution Amount), until the
                                   class A-1A certificates are retired

   3        A-1, A-2, A-2FL(1),    Reimbursement up to the loss reimbursement
           A-3FL(2), A-SB, A-4,    amounts for those classes and those REMIC II
             A-4FL(3) and A-1A     regular interests, pro rata, based on
                                   entitlement, without regard to loan groups
--------------------------------------------------------------------------------

   4          AM and AM-FL(4)      Interest up to the total interest payable on
                                   that class and that REMIC II regular
                                   interest, on a pro rata basis, by principal
                                   balance

   5          AM and AM-FL(4)      Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class
                                   and that REMIC II regular interest, on a pro
                                   rata basis, by principal balance

   6          AM and AM-FL(4)      Reimbursement up to the loss reimbursement
                                   amount for that class and that REMIC II
                                   regular interest, pro rata, based on
                                   entitlement
--------------------------------------------------------------------------------

   7          AJ and AJ-FL(5)      Interest up to the total interest payable on
                                   that class and that REMIC II regular
                                   interest, on a pro rata basis, by principal
                                   balance

   8          AJ and AJ-FL(5)      Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class
                                   and that REMIC II regular interest, on a pro
                                   rata basis, by principal balance

   9          AJ and AJ-FL(5)      Reimbursement up to the loss reimbursement
                                   amount for that class and that REMIC II
                                   regular interest, pro rata, based on
                                   entitlement
--------------------------------------------------------------------------------

   10                B             Interest up to the total interest payable on
                                   that class

   11                B             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   12                B             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------


                                      S-194



ORDER OF      RECIPIENT CLASS
PAYMENT         OR CLASSES                  TYPE AND AMOUNT OF PAYMENT
--------   ---------------------   ---------------------------------------------
   13                C             Interest up to the total interest payable on
                                   that class

   14                C             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   15                C             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   16                D             Interest up to the total interest payable on
                                   that class

   17                D             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   18                D             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   19                E             Interest up to the total interest payable on
                                   that class

   20                E             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   21                E             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   22                F             Interest up to the total interest payable on
                                   that class

   23                F             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   24                F             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   25                G             Interest up to the total interest payable on
                                   that class

   26                G             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   27                G             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   28                H             Interest up to the total interest payable on
                                   that class

   29                H             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   30                H             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   31                J             Interest up to the total interest payable on
                                   that class

   32                J             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   33                J             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   34                K             Interest up to the total interest payable on
                                   that class

   35                K             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   36                K             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   37                L             Interest up to the total interest payable on
                                   that class

   38                L             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   39                L             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   40                M             Interest up to the total interest payable on
                                   that class

   41                M             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   42                M             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   43                N             Interest up to the total interest payable on
                                   that class

   44                N             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   45                N             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   46                P             Interest up to the total interest payable on
                                   that class

   47                P             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   48                P             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------

   49                Q             Interest up to the total interest payable on
                                   that class

   50                Q             Principal up to the portion of the Principal
                                   Distribution Amount allocable to that class

   51                Q             Reimbursement up to the loss reimbursement
                                   amount for that class
--------------------------------------------------------------------------------


                                      S-195



ORDER OF      RECIPIENT CLASS
PAYMENT         OR CLASSES                  TYPE AND AMOUNT OF PAYMENT
--------   ---------------------   ---------------------------------------------
   52          R-I and R-II        Any remaining portion of the Available
                                   Distribution Amount

__________________

*     If the portion of the Available Distribution Amount allocable to pay
      interest on any one or more of the A-1, A-2, A-SB, A-4, A-1A and X
      classes, the class A-2FL REMIC II regular interest, the class A-3FL REMIC
      II regular interest and the class A-4FL REMIC II regular interest, as set
      forth in the table above, is insufficient for that purpose, then the
      Available Distribution Amount will be applied to pay interest on all those
      classes and those REMIC II regular interest, pro rata based on
      entitlement.

**    In general, no payments of principal will be made in respect of the class
      A-1, A-2 or A-4 certificates or the class A-2FL REMIC II regular interest,
      the class A-3FL REMIC II regular interest or the class A-4FL REMIC II
      regular interest on any given distribution date until the total principal
      balance of the class A-SB certificates is paid down to the then applicable
      Class A-SB Planned Principal Balance. In addition, no payments of
      principal will be made in respect of the class A-2 certificates or the
      class A-2FL REMIC II regular interest until the total principal balance of
      the class A-1 certificates is reduced to zero, no payments of principal
      will be made in respect of the class A-3FL REMIC II regular interest until
      the total principal balance of the class A-2 certificates and the class
      A-2FL REMIC II regular interest is reduced to zero, no payments of
      principal will be made in respect of the class A-SB certificates (other
      than as described in the prior sentence) until the total principal balance
      of the class A-3FL REMIC II regular interest is reduced to zero and no
      payments of principal will be made in respect of the class A-4
      certificates and the class A-4FL REMIC II regular interest until the total
      principal balance of the class A-SB certificates is reduced to zero.
      Furthermore, for purposes of receiving distributions of principal from the
      Loan Group 1 Principal Distribution Amount, the class A-1, A-2, A-SB and
      A-4 certificates and the class A-2FL REMIC II regular interest, the class
      A-3FL REMIC II regular interest and the class A-4FL REMIC II regular
      interest will evidence a prior right, relative to the class A-1A
      certificates, to any available funds attributable to loan group 1; and,
      for purposes of receiving distributions of principal from the Loan Group 2
      Principal Distribution Amount, the class A-1A certificates will evidence a
      prior right, relative to the class A-1, A-2, A-SB and A-4 certificates and
      the class A-2FL REMIC II regular interest, the class A-3FL REMIC II
      regular interest and the class A-4FL REMIC II regular interest, to any
      available funds attributable to loan group 2. However, if any two or more
      of the class A-1, A-2, A-SB, A-4 and A-1A certificates and the class A-2FL
      REMIC II regular interest, the class A-3FL REMIC II regular interest and
      the class A-4FL REMIC II regular interest are outstanding at a time when
      the total principal balance of the class AM, AJ, B, C, D, E, F, G, H, J,
      K, L, M, N, P and Q certificates, the class AJ-FL REMIC II regular
      interest and the class AM-FL REMIC II regular interest have been reduced
      to zero as described under "--Reductions to Certificate Principal Balances
      in Connection with Realized Losses and Additional Trust Fund Expenses"
      below, payments of principal on the outstanding class A-1, A-2, A-SB, A-4
      and A-1A certificates and the class A-2FL REMIC II regular interest, the
      class A-3FL REMIC II regular interest and the class A-4FL REMIC II regular
      interest will be made on a pro rata basis in accordance with the
      respective total principal balances of those classes then outstanding,
      without regard to loan groups.

(1)   Refers to class A-2FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class A-2FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class A-2FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(2)   Refers to class A-3FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class A-3FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class A-3FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(3)   Refers to class A-4FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class A-4FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class A-4FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(4)   Refers to class AM-FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class AM-FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class AM-FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(5)   Refers to class AJ-FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class AJ-FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class AJ-FL
      certificates and/or the swap counterparty on the subject distribution
      date.

      Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan, regardless of whether that prepayment
consideration is calculated as a percentage of the amount prepaid or in
accordance with a yield maintenance formula, then on the distribution date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of the class A-1, A-2, A-SB, A-4, A-1A,
AM, AJ, B, C, D,


                                      S-196



E, F, G and/or H certificates and/or to the holders of the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the class A-4FL
REMIC II regular interest, the class AM-FL REMIC II regular interest and/or the
class AJ-FL REMIC II regular interest (or, for so long as the class A-4 and A-1A
certificates and the class A-4FL REMIC II regular interest are outstanding,
payments of principal on that distribution date from collections on the loan
group that includes the prepaid mortgage loan), up to an amount equal to, in the
case of any particular class of those principal balance certificates or REMIC II
regular interests, the product of--

      o     the full amount of that prepayment consideration, net of workout
            fees and principal recovery fees payable from it, multiplied by

      o     a fraction, which in no event may be greater than 1.0, the numerator
            of which is equal to the excess, if any, of the pass-through rate
            for the subject class of certificates, over the relevant discount
            rate, and the denominator of which is equal to the excess, if any,
            of the mortgage interest rate of the prepaid mortgage loan over the
            relevant discount rate, and further multiplied by

      o     a fraction, the numerator of which is equal to the amount of
            principal payable with respect to the subject class of certificates
            or the REMIC II regular interest, as the case may be, on that
            distribution date (or, for so long as the class A-4 and A-1A
            certificates and the class A-4FL REMIC II regular interest are
            outstanding, the amount of principal payable with respect to the
            subject class of certificates, or that REMIC II regular interest, as
            the case may be, on that distribution date from collections on the
            loan group that includes the prepaid mortgage loan), and the
            denominator of which is the Principal Distribution Amount (or, so
            long as the A-4 and A-1A certificates and the class A-4FL REMIC II
            regular interest are outstanding, the Loan Group 1 Principal
            Distribution Amount or the Loan Group 2 Principal Distribution
            Amount, as applicable, based on which loan group includes the
            prepaid mortgage loan) for that distribution date.

      Notwithstanding the foregoing, for so long as the related swap agreement
is in effect and there is no continuing payment default thereunder, any
prepayment premium or yield maintenance charge allocable to the class A-2FL,
class A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests
will be payable to the respective swap counterparty.

      The discount rate applicable to any such class of principal balance
certificates, the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class A-4FL REMIC II regular interest, the class AM-FL
REMIC II regular interest or the class AJ-FL REMIC II regular interest, as the
case may be, with respect to any prepaid mortgage loan will be equal to the
discount rate stated in the relevant loan documents, or if none is stated, will
equal the yield, when compounded monthly, on the U.S. Treasury issue, 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 two or more U.S. Treasury issues--

      o     with the same coupon, the issue with the lowest yield will be
            selected; or

      o     with maturity dates equally close to the maturity date or
            anticipated repayment date, as applicable, for the prepaid mortgage
            loan, the issue with the earliest maturity date will be selected.

      The calculation of the discount rate with respect to certain mortgage
loans may vary from the above description.

      Following any payment of prepayment consideration as described above, the
trustee will pay any remaining portion of the prepayment consideration, net of
workout fees and principal recovery fees payable from it, to the holders of the
class X certificates.

      NOTWITHSTANDING THE FOREGOING, ALL PREPAYMENT PREMIUMS AND YIELD
MAINTENANCE CHARGES PAYABLE AS DESCRIBED ABOVE, WILL BE REDUCED, WITH RESPECT TO
SPECIALLY SERVICED MORTGAGE LOANS, BY AN AMOUNT EQUAL TO ADDITIONAL TRUST FUND
EXPENSES AND REALIZED LOSSES PREVIOUSLY ALLOCATED TO ANY CLASS OF CERTIFICATES.


                                      S-197



      Neither we nor the underwriters make any representation as to--

      o     the enforceability of the provision of any promissory note
            evidencing one of the mortgage loans or any other loan document
            requiring the payment of a prepayment premium or yield maintenance
            charge; or

      o     the collectability of any prepayment premium or yield maintenance
            charge.

      See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" and "--Other Prepayment Provisions;
Mortgage Loans Which May Require Principal Paydowns" in this prospectus
supplement.

      Payments of Additional Interest and Palmilla Apartments Stabilization Fee.
On each distribution date, any Additional Interest collected on the Converting
Loan during the related collection period will be distributed to the holders of
the class Y certificates, and any Additional Interest collected on the ARD Loans
during the related collection period will be distributed to the holders of the
class Z certificates. In addition, any Palmilla Apartments Stabilization Fee
collected from the related borrower during any collection period will be
distributed to the holders of the class Z certificates on the related
distribution date.

      Treatment of REO Properties. Notwithstanding that any mortgaged real
property may be acquired as part of the trust assets through foreclosure, deed
in lieu of foreclosure or otherwise, the related mortgage loan will be treated
as having remained outstanding, until the REO Property is liquidated, for
purposes of determining--

      o     payments on the certificates (exclusive of the class A-2FL, A-3FL,
            A-4FL, AM-FL and AJ-FL certificates), the class A-2FL, class A-3FL,
            class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests;

      o     allocations of Realized Losses and Additional Trust Fund Expenses to
            the certificates (exclusive of the class A-2FL, A-3FL, A-4FL, AM-FL
            and AJ-FL certificates), the class A-2FL, class A-3FL, class A-4FL,
            class AM-FL and class AJ-FL REMIC II regular interests; and

      o     the amount of all fees payable to the applicable master servicer,
            the special servicer and the trustee under the pooling and servicing
            agreement.

      In connection with the foregoing, that mortgage loan deemed to remain
outstanding will be taken into account when determining the Weighted Average Net
Mortgage Rate and the Principal Distribution Amount for each distribution date.

      Operating revenues and other proceeds derived from an REO Property
administered under the pooling and servicing agreement will be applied--

      o     first, to pay or reimburse the applicable master servicer, the
            special servicer and/or the trustee for the payment of some of the
            costs and expenses incurred in connection with the operation and
            disposition of the REO Property; and

      o     second, as collections of principal, interest and other amounts due
            on the related mortgage loan (or, if the REO Property relates
            thereto, on a Loan Combination).

      To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments and Reimbursement of Advances" below, the applicable master
servicer and the trustee will be required to advance delinquent monthly debt
service payments with respect to each mortgage loan as to which the
corresponding mortgaged real property has become an REO Property, in all cases
as if the mortgage loan had remained outstanding.


                                      S-198



REDUCTIONS TO CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

      As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may decline below the total principal balance of
the principal balance certificates (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates), the class A-2FL, class A-3FL, class A-4FL, class
AM-FL and class AJ-FL REMIC II regular interests.

      On each distribution date, following the payments to be made to the
certificateholders (exclusive of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates) and with respect to the class A-2FL, class A-3FL, class A-4FL,
class AM-FL and class AJ-FL REMIC II regular interests on that distribution
date, the trustee will be required to allocate to the respective classes of the
principal balance certificates (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates), the class A-2FL, class A-3FL, class A-4FL, class
AM-FL and class AJ-FL REMIC II regular interests, sequentially in the order
described in the following table and, in each case, up to the total principal
balance of the subject class, the aggregate of all Realized Losses and
Additional Trust Fund Expenses that were incurred at any time following the
cut-off date through the end of the related collection period and were not
previously allocated on any prior distribution date, but only to the extent that
the total principal balance of the principal balance certificates following all
payments made to certificateholders (exclusive of the class A-2FL, A-3FL, A-4FL,
AM-FL and AJ-FL certificates) and with respect to the class A-2FL, class A-3FL,
class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests on that
distribution date exceeds the total Stated Principal Balance of, together with
any Unliquidated Advances with respect to, the mortgage pool that will be
outstanding immediately following that distribution date.

            ORDER OF ALLOCATION                        CLASS
      --------------------------------    --------------------------------
                     1                                   Q
                     2                                   P
                     3                                   N
                     4                                   M
                     5                                   L
                     6                                   K
                     7                                   J
                     8                                   H
                     9                                   G
                     10                                  F
                     11                                  E
                     12                                  D
                     13                                  C
                     14                                  B
                     15                            AJ and AJ-FL*
                     16                            AM and AM-FL*
                     17                        A-1, A-2, A-2FL, A-3FL
                                             A-SB, A-4, A-4FL and A-1A*

____________________

* Pro rata and pari passu based on the respective total principal balances
thereof.

      The reference in the foregoing table to "A-2FL" means the class A-2FL
REMIC II regular interest. However, any reduction in the total principal balance
of the class A-2FL REMIC II regular interest, as described above, will result in
a dollar-for-dollar reduction in the total principal balance of the class A-2FL
certificates. The reference in the foregoing table to "A-3FL" means the class
A-3FL REMIC II regular interest. However, any reduction in the total principal
balance of the class A-3FL REMIC II regular interest, as described above, will
result in a dollar-for-dollar reduction in the total principal balance of the
class A-3FL certificates. The reference in the foregoing table to "A-4FL" means
the class A-4FL REMIC II regular interest. However, any reduction in the total
principal balance of the class A-4FL REMIC II regular interest, as described
above, will result in a dollar-for-dollar reduction in the total principal
balance of the class A-4FL certificates. The reference in the foregoing table to
"AM-FL" means the class AM-FL REMIC II regular interest. However, any reduction
in the total principal balance of the class AM-FL REMIC II regular interest, as
described above, will result in a dollar-for-dollar reduction in the total


                                      S-199



principal balance of the class AM-FL certificates. The reference in the
foregoing table to "AJ-FL" means the class AJ-FL REMIC II regular interest.
However, any reduction in the total principal balance of the class AJ-FL REMIC
II regular interest, as described above, will result in a dollar-for-dollar
reduction in the total principal balance of the class AJ-FL certificates.

      All Realized Losses and Additional Trust Fund Expenses, if any, allocated
to a class of principal balance certificates or REMIC II regular interest will
be made by reducing the total principal balance of such class by the amount so
allocated.

      In no event will the total principal balance of any class of principal
balance certificates or REMIC II regular interest identified in the foregoing
table be reduced until the total principal balance of all other classes of
principal balance certificates or REMIC II regular interest listed above it in
the table have been reduced to zero.

      A Realized Loss can result from the liquidation of a defaulted mortgage
loan or any related REO Property for less than the full amount due thereunder.
In addition, if any portion of the debt due under any of the mortgage loans is
forgiven, whether in connection with a modification, waiver or amendment granted
or agreed to by the applicable master servicer or the special servicer or in
connection with the bankruptcy, insolvency or similar proceeding involving the
related borrower, the amount forgiven, other than Penalty Interest and
Additional Interest, also will be treated as a Realized Loss. Furthermore, any
Nonrecoverable Advance reimbursed from principal collections will constitute a
Realized Loss.

      Some examples of Additional Trust Fund Expenses are:

      o     any special servicing fees, workout fees and principal recovery fees
            paid to the special servicer; which fees are not covered out of late
            payment charges and Penalty Interest actually collected on the
            related mortgage loan;

      o     any interest paid to the applicable master servicer, the special
            servicer and/or the trustee with respect to unreimbursed Advances,
            which interest payment is not covered out of late payment charges
            and Penalty Interest actually collected on the related mortgage
            loan;

      o     any amounts payable to the special servicer in connection with
            inspections of mortgaged real properties, which amounts are not
            covered out of late payment charges and Penalty Interest actually
            collected on the related mortgage loan;

      o     the cost of various opinions of counsel required or permitted to be
            obtained in connection with the servicing of the mortgage loans and
            the administration of the other trust assets;

      o     any unanticipated, non-mortgage loan specific expenses of the trust,
            including--

            1.    any reimbursements and indemnifications to the trustee and/or
                  various related persons described under "Description of the
                  Governing Documents--Matters Regarding the Trustee" in the
                  accompanying base prospectus;

            2.    any reimbursements and indemnification to either master
                  servicer, the special servicer, us and/or various related
                  persons described under "Description of the Governing
                  Documents--Matters Regarding the Master Servicer, the Special
                  Servicer, the Manager and Us" in the accompanying base
                  prospectus; and

            3.    any federal, state and local taxes, and tax-related expenses,
                  payable out of the trust assets, as described under "Federal
                  Income Tax Consequences--Taxation of Owners of REMIC Residual
                  Certificates--Prohibited Transactions Tax and Other Taxes" in
                  the accompanying base prospectus; and


                                      S-200



      o     any amount (other than normal monthly payments) specifically payable
            or reimbursable to the holder of a Non-Trust Loan by the trust, in
            its capacity as holder of the related mortgage loan in the trust
            that is part of the related Loan Combination, pursuant to the
            related Loan Combination Intercreditor Agreement; and

      o     any amounts expended on behalf of the trust to remediate an adverse
            environmental condition at any mortgaged real property securing a
            defaulted mortgage loan as described under "Servicing of the
            Mortgage Loans--Realization Upon Defaulted Mortgage Loans" in this
            prospectus supplement.

      From time to time, the Principal Distribution Amount may include items
that represent a recovery of Nonrecoverable Advances (or interest thereon) that
were previously reimbursed out of the principal portion of general collections
on the mortgage pool. In such circumstances, it is possible that the total
Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may exceed the total principal balance of the
principal balance certificates. If and to the extent that any such excess exists
as a result of the inclusion of such items in the Principal Distribution Amount
(and, accordingly, the distribution of such items as principal with respect to
the principal balance certificates), the total principal balances of one or more
classes that had previously been reduced as described above in this
"--Reductions to Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" section may be increased (in each
case, up to the amount of any such prior reduction). Any such increase would be
made among the respective classes of principal balance certificates in reverse
order that such reductions had been made (i.e., such increases would be made in
descending order of seniority); provided that such increases may not result in
the total principal balance of the principal balance certificates being in
excess of the total Stated Principal Balance of, together with any Unliquidated
Advances with respect to, the mortgage pool. Any such increases will also be
accompanied by a reinstatement of the past due interest that would otherwise
have accrued if the reinstated principal amounts had never been written off.

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS AND REIMBURSEMENT OF
ADVANCES

      Each master servicer will be required to make, for each distribution date,
a total amount of P&I advances generally equal to all monthly debt service
payments (other than balloon payments), and assumed monthly debt service
payments (including with respect to balloon mortgage loans and mortgage loans as
to which the related mortgaged real properties have become REO Properties), in
each case net of related master servicing fees, that:

      o     were due or deemed due, as the case may be, with respect to the
            mortgage loans serviced by that master servicer during the related
            collection period; and

      o     were not paid by or on behalf of the respective borrowers or
            otherwise collected as of the close of business on the related
            determination date.

      The master servicers will not make P&I advances prior to the related P&I
advance date, which is the business day immediately preceding each distribution
date. Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any mortgage loan, then the applicable
master servicer will reduce the interest portion, but not the principal portion,
of each P&I advance that it must make with respect to that mortgage loan during
the period that the Appraisal Reduction Amount exists. The interest portion of
any P&I advance required to be made with respect to any mortgage loan as to
which there exists an Appraisal Reduction Amount, will equal the product of--

      o     the amount of the interest portion of the P&I advance for that
            mortgage loan for the related distribution date without regard to
            this or the prior sentence; and

      o     a fraction, expressed as a percentage, the numerator of which is
            equal to the Stated Principal Balance of that mortgage loan
            immediately prior to the related distribution date, net of the
            related Appraisal Reduction Amount, if any, and the denominator of
            which is equal to the Stated Principal Balance of that mortgage loan
            immediately prior to the related distribution date.


                                      S-201



      In the case of any A-Note Trust Mortgage Loan, any reduction in the
interest portion of P&I advances to be made with respect to that mortgage loan,
as contemplated by the prior paragraph, will be based on that portion of any
Appraisal Reduction Amount with respect to the related Loan Combination that is
allocable to the subject A-Note Trust Mortgage Loan. Each Loan Combination will
be treated as single mortgage loan for purposes of calculating an Appraisal
Reduction Amount. Any Appraisal Reduction Amount with respect to a Loan
Combination will be allocated first to the related B-Note Non-Trust Loan, in
each case, up to the outstanding principal balance thereof, and then to the
applicable A-Note Trust Mortgage Loan and A-note non-trust mortgage loan, pro
rata.

      With respect to any distribution date, the applicable master servicer will
be required to make P&I advances either out of its own funds or, subject to the
replacement as and to the extent provided in the pooling and servicing
agreement, funds held in its collection account that are not required to be paid
on the certificates (exclusive of the class A-2FL, A-3FL, A-4FL, AM-FL and AJ-FL
certificates) or with respect to the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest, the class A-4FL REMIC II regular
interest, the class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
regular interest on that distribution date (or a combination of both methods).

      The trustee will be required to make any P&I advance that the applicable
master servicer fails to make with respect to a mortgage loan. See "--The
Trustee" below.

      The master servicers and the trustee will each be entitled to recover any
P&I advance made by it, out of its own funds, from collections on the mortgage
loan as to which the Advance was made out of late collections, liquidation
proceeds or insurance and condemnation proceeds. None of the master servicers or
the trustee will be obligated to make any P&I advance that, in its judgment or
in the judgment of the special servicer, would not ultimately be recoverable,
together with interest accrued on that Advance, out of collections on the
related mortgage loan. In addition, the special servicer may also determine that
any P&I advance made or proposed to be made by the applicable master servicer or
the trustee is not recoverable, together with interest accrued on that Advance,
from proceeds of the related mortgage loan, and the applicable master servicer
and the trustee will be required to act in accordance with such determination.
If the applicable master servicer or the trustee makes any P&I advance that it
or the special servicer subsequently determines, in its judgment, will not be
recoverable, together with interest accrued on that Advance, out of collections
on the related mortgage loan, it may obtain reimbursement for that Advance
together with interest accrued on the Advance as described in the next
paragraph, out of general collections on the mortgage loans and any REO
Properties on deposit in the applicable master servicer's collection account (or
if funds are insufficient in such account, from the other master servicer's
collection account) from time to time subject to the limitations and
requirements described below. See also "Description of the Governing
Documents--Advances" in the accompanying base prospectus and "Servicing of the
Mortgage Loans--Collection Account" in this prospectus supplement.

      The master servicers and the trustee will each be entitled to receive
interest on P&I advances made thereby out of its own funds; provided, however,
that no interest will accrue on any P&I advance made with respect to a mortgage
loan if the related monthly debt service payment is received on its due date or
prior to the expiration of any applicable grace period. That interest will
accrue on the amount of each P&I advance, for so long as that Advance is
outstanding, at an annual rate equal to the prime rate as published in the
"Money Rates" section of The Wall Street Journal, as that prime rate may change
from time to time. Interest accrued with respect to any P&I advance will be
payable in the collection period in which that Advance is reimbursed--

      o     first, out of Penalty Interest and late payment charges collected on
            the related mortgage loan during that collection period; and

      o     second, if and to the extent that the Penalty Interest and late
            charges referred to in clause first are insufficient to cover the
            advance interest, out of any amounts then on deposit in the
            applicable master servicer's collection account (or if funds are
            insufficient in such account, from the other master servicer's
            collection account) subject to the limitations for reimbursement of
            the P&I advances described below.


                                      S-202



      A monthly debt service payment will be assumed to be due with respect to:

      o     each balloon mortgage loan that is delinquent in respect of its
            balloon payment on its stated maturity date, provided that such
            mortgage loan has not been paid in full and no other liquidation
            event has occurred in respect thereof before such maturity date; and

      o     each mortgage loan as to which the corresponding mortgaged real
            property has become an REO Property.

      The assumed monthly debt service payment deemed due on any mortgage loan
described in the first bullet of the prior paragraph that is delinquent as to
its balloon payment will equal, for its stated maturity date and for each
successive due date that it remains outstanding and part of the trust, the
monthly debt service payment that would have been due on the mortgage loan on
the relevant date if the related balloon payment had not come due and the
mortgage loan had, instead, continued to amortize and accrue interest according
to its terms in effect prior to that stated maturity date. The assumed monthly
debt service payment deemed due on any mortgage loan described in the second
bullet of the prior paragraph as to which the related mortgaged real property
has become an REO Property, will equal, for each due date that the REO Property
remains part of the trust, the monthly debt service payment or, in the case of a
mortgage loan delinquent with respect to its balloon payment, the assumed
monthly debt service payment that would have been due or deemed due on that
mortgage loan had it remained outstanding. Assumed monthly debt service payments
for the ARD Loans do not include Additional Interest.

      None of the master servicers or the trustee will be required to make any
P&I advance with respect to a Non-Trust Loan.

      Upon a determination that a previously made Advance, whether it be a
servicing advance or P&I advance, is not recoverable, together with interest
accrued on that Advance, out of collections on the related mortgage loan, the
applicable master servicer, the special servicer or the trustee, as applicable,
will have the right to be reimbursed for such Advance and interest accrued on
such Advance from amounts on deposit in the applicable master servicer's
collection account (or if funds are insufficient in such account, from the other
master servicer's collection account) that constitute principal collections
received on all of the mortgage loans serviced by it during the related
collection period; provided, however, that if amounts of principal on deposit in
the collection accounts are not sufficient to fully reimburse such party, the
party entitled to the reimbursement may elect at its sole option to be
reimbursed at that time from general collections in its collection account or to
defer the portion of the reimbursement of that Advance equal to the amount in
excess of the principal on deposit in the collection account, in which case
interest will continue to accrue on the portion of the Advance that remains
outstanding. Further, any party to the pooling and servicing agreement that has
deferred the reimbursement of an Advance or a portion of an Advance may elect at
any time to reimburse itself for the deferred amounts from general collections
(including amounts otherwise distributable as interest to certificateholders) on
the mortgage loans together with interest thereon. In either case, the
reimbursement will be made first from principal received on the mortgage loans
serviced by the applicable master servicer during the collection period in which
the reimbursement is made, prior to reimbursement from other collections
received during that collection period. In that regard, in the case of
reimbursements from principal, such reimbursement will be made from principal
received on the mortgage loans included in the loan group to which the mortgage
loan in respect of which the Advance was made belongs and, if those collections
are insufficient, then from principal received on the mortgage loans in the
other loan group. Any Workout-Delayed Reimbursement Amount (which includes
interest on the subject Advance) will be reimbursable (together with advance
interest thereon) to the applicable master servicer, the special servicer or the
trustee, as applicable, in full, only from amounts on deposit in the applicable
master servicer's collection account that constitute principal received on all
of the mortgage loans being serviced by it during the related collection period
(net of amounts necessary to reimburse for Nonrecoverable Advances and pay
interest thereon) (or if funds are insufficient in such account, from the other
master servicer's collection account) and, to the extent that the principal
collections during that collection period are not sufficient to reimburse such
Workout-Delayed Reimbursement Amount, will be reimbursable (with interest
continuing to accrue thereon) from collections of principal on the mortgage
loans serviced by the applicable master servicer during subsequent collection
periods. In that regard, such reimbursement will be made from principal received
on the mortgage loans included in the loan group to which the mortgage loan in
respect of which the Advance was made belongs and, if those collections are
insufficient, then from principal received on the mortgage loans in the other
loan group. Any reimbursement for Nonrecoverable Advances and interest on
Nonrecoverable


                                      S-203



Advances should result in a Realized Loss which will be allocated in accordance
with the loss allocation rules described under "--Reductions to Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" above. The fact that a decision to recover such Nonrecoverable
Advances over time, or not to do so, benefits some classes of certificateholders
to the detriment of other classes will not, with respect to the applicable
master servicer or special servicer, constitute a violation of the Servicing
Standard or any contractual duty under the pooling and servicing agreement
and/or, with respect to the trustee, constitute a violation of any fiduciary
duty to certificateholders or contractual duty under the pooling and servicing
agreement.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

      Reports by the Trustee. Based solely on information provided in monthly
reports prepared by the master servicers and the special servicer and delivered
to the trustee, the trustee will be required to prepare and make available
electronically via its website at www.etrustee.net or, upon written request,
provide by first class mail, on each distribution date to each registered holder
of a certificate, a trustee report substantially in the form of, and containing
the information set forth in, Annex D to this prospectus supplement. The trustee
report for each distribution date will detail the distributions on the
certificates on that distribution date and the performance, both in total and
individually to the extent available, of the mortgage loans and the related
mortgaged real properties, including the following items of information:

      o     the applicable record date, interest accrual period, determination
            date and distribution date;

      o     the amount of the distribution on such distribution date to the
            holders of each class of principal balance certificates, the class
            A-2FL, class A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC
            II regular interests, in reduction of the total principal balance
            thereof;

      o     the amount of the distribution on such distribution date to the
            holders of each class of interest-bearing certificates, the class
            A-2FL, class A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC
            II regular interests, allocable to interest;

      o     the amount of the distribution on such distribution date to the
            holders of each class of interest-bearing certificates allocable to
            prepayment premiums and/or yield maintenance charges;

      o     the amount of the distribution on such distribution date to the
            holders of each class of principal balance certificates in
            reimbursement of previously allocated Realized Losses and Additional
            Trust Fund Expenses;

      o     the Available Distribution Amount for such distribution date, and
            related information regarding cash flows received for distributions,
            fees and expenses;

      o     payments made to and by the swap counterparty with respect to the
            class A-2FL, class A-3FL, class A-4FL, class AM-FL and class AJ-FL
            certificates;

      o     (a) the aggregate amount of P&I advances made with respect to the
            entire mortgage pool for such distribution date pursuant to the
            pooling and servicing agreement and the aggregate amount of
            unreimbursed P&I advances with respect to the entire mortgage pool
            that had been outstanding at the close of business on the related
            determination date and the aggregate amount of interest accrued and
            payable to the master servicers or the trustee in respect of such
            unreimbursed P&I advances as of the close of business on the related
            Determination Date, (b) the aggregate amount of servicing advances
            with respect to the entire mortgage pool as of the close of business
            on the related determination date and (c) the aggregate amount of
            all advances with respect to the entire mortgage pool as of the
            close of business on the related determination date that are
            nonrecoverable on a loan specific basis;

      o     the aggregate unpaid principal balance of the mortgage pool
            outstanding as of the close of business on the related determination
            date;


                                      S-204



      o     the aggregate Stated Principal Balance of the mortgage pool
            outstanding immediately before and immediately after such
            distribution date;

      o     the number, aggregate principal balance, weighted average remaining
            term to maturity and weighted average mortgage interest rate of the
            mortgage loans as of the close of business on the related
            determination date;

      o     the number, aggregate unpaid principal balance (as of the close of
            business on the related Determination Date) and aggregate Stated
            Principal Balance (immediately after such distribution date) of the
            mortgage loans (a) delinquent 30-59 days, (b) delinquent 60-89 days,
            (c) delinquent more than 89 days, (d) as to which foreclosure
            proceedings have been commenced, and (e) to the actual knowledge of
            either master servicer or special servicer, in bankruptcy
            proceedings;

      o     as to each mortgage loan referred to in the preceding bullet above,
            (a) the loan number thereof, (b) the Stated Principal Balance
            thereof immediately following such distribution date, and (c) a
            brief description of any executed loan modification;

      o     with respect to any mortgage loan that was liquidated during the
            related collection period (other than by reason of a payment in
            full), (a) the loan number thereof, (b) the aggregate of all
            liquidation proceeds and other amounts received in connection with
            such liquidation (separately identifying the portion thereof
            allocable to distributions on the certificates), and (c) the amount
            of any Realized Loss in connection with such liquidation;

      o     with respect to any REO Property included in the trust fund that was
            liquidated during the related collection period, (a) the loan number
            of the related mortgage loan, (b) the aggregate of all liquidation
            proceeds and other amounts received in connection with such
            liquidation (separately identifying the portion thereof allocable to
            distributions on the certificates), and (c) the amount of any
            Realized Loss in respect of the related mortgage loan in connection
            with such liquidation;

      o     the amount of interest accrued and the amount of interest payable in
            respect of each class of interest-bearing certificates for such
            distribution date;

      o     any unpaid interest in respect of each class of interest-bearing
            certificates after giving effect to the distributions made on such
            distribution date;

      o     the pass-through rate for each class of interest-bearing
            certificates for such distribution date;

      o     the Principal Distribution Amount, separately identifying the
            respective components thereof (and, in the case of any voluntary
            principal prepayment or other unscheduled collection of principal
            received during the related collection period, the loan number for
            the related mortgage loan and the amount of such prepayment or other
            collection of principal);

      o     the aggregate of all Realized Losses incurred during the related
            collection period and all Additional Trust Fund Expenses incurred
            during the related collection period;

      o     the aggregate of all Realized Losses and Additional Trust Fund
            Expenses that were allocated on such distribution date;

      o     the total principal balance or notional amount, as applicable, of
            each class of interest-bearing certificates outstanding immediately
            before and immediately after such distribution date, separately
            identifying any reduction therein due to the allocation of Realized
            Losses and Additional Trust Fund Expenses on such distribution date;

      o     the certificate factor for each class of interest-bearing
            certificates immediately following such distribution date;


                                      S-205



      o     the aggregate amount of interest on P&I advances in respect of the
            mortgage pool paid to the master servicers and the trustee during
            the related collection period in accordance with the pooling and
            servicing agreement;

      o     the aggregate amount of interest on servicing advances in respect of
            the mortgage pool paid to the master servicers, the special servicer
            and the trustee during the related collection period in accordance
            with the pooling and servicing agreement;

      o     the aggregate amount of servicing compensation paid to the master
            servicers and the special servicer during the related collection
            period;

      o     information regarding any Appraisal Reduction Amount existing with
            respect to any mortgage loan as of the related determination date;

      o     the original and then current credit support levels for each class
            of interest-bearing certificates;

      o     the original and then current ratings known to the trustee for each
            class of interest-bearing certificates;

      o     the aggregate amount of prepayment premiums and yield maintenance
            charges collected during the related collection period;

      o     the value of any REO Property included in the trust fund as of the
            end of the related determination date for such distribution date,
            based on the most recent appraisal or valuation;

      o     the amounts, if any, actually distributed with respect to the class
            Y certificates, the class Z certificates, the class R-I certificates
            and the class R-II certificates, respectively, on such distribution
            date; and

      o     any material information known to the trustee regarding any material
            breaches of representations and warranties of the respective
            mortgage loan sellers with respect to the mortgage loans and any
            events of default under the pooling and servicing agreement.

      Recipients will be deemed to have agreed to keep the information contained
in any trustee report confidential to the extent such information is not
publicly available.

      The special servicer is required to deliver to the master servicers
monthly, beginning in July, 2007, a CMSA special servicer loan file that
contains the information called for in, or that will enable the master servicers
to produce, the CMSA reports required to be delivered by the master servicers to
the trustee as described below, in each case with respect to all specially
serviced mortgage loans and the REO Properties.

      Each master servicer is required to deliver to the trustee monthly,
beginning in July, 2007, the CMSA loan periodic update file with respect to the
subject distribution date.

      Monthly, beginning in September, 2007, each master servicer must deliver
to the trustee a copy of each of the following reports relating to the mortgage
loans and, if applicable, any REO Properties:

      o     a CMSA comparative financial status report;

      o     a CMSA delinquent loan status report;

      o     a CMSA historical loan modification and corrected mortgage loan
            report;

      o     a CMSA REO status report;

      o     a CMSA loan level reserve/LOC report;


                                      S-206



      o     a CMSA advance recovery report;

      o     a CMSA servicer watchlist;

      o     a CMSA property file;

      o     a CMSA loan set-up file; and

      o     a CMSA financial file.

      These reports will provide required information as of the related
determination date and will be in an electronic format reasonably acceptable to
both the trustee and each of the master servicers.

      In addition, each master servicer will be required to deliver to the
controlling class representative and upon request, the trustee, the following
reports required to be prepared and maintained by it and/or the special
servicer:

      o     with respect to any mortgaged real property or REO Property, a CMSA
            operating statement analysis report; and

      o     with respect to any mortgaged real property or REO Property, a CMSA
            NOI adjustment worksheet.

      Absent manifest error of which it has actual knowledge, none of the master
servicers or the special servicer will be responsible for the accuracy or
completeness of any information supplied to it by a borrower or a third party
that is included in reports or other information provided by or on behalf of a
master servicer or the special servicer, as the case may be. None of the
trustee, the master servicers and the special servicer will make any
representations or warranties as to the accuracy or completeness of, and the
trustee, the master servicers and the special servicer will disclaim
responsibility for, any information made available by the trustee, the master
servicers or the special servicer, as the case may be, for which it is not the
original source.

      The reports identified in the preceding paragraphs as CMSA reports will be
in the forms prescribed in the standard Commercial Mortgage Securities
Association investor reporting package or otherwise approved by the Commercial
Mortgage Securities Association. Current forms of these reports are available at
the Commercial Mortgage Securities Association's internet website, located at
www.cmbs.org.

      Information Available From Trustee. The trustee will, and the master
servicers may, but are not required to, make available each month via their
respective internet websites to any interested party (i) the trustee report,
(ii) the pooling and servicing agreement and (iii) the final prospectus
supplement for the offered certificates and the accompanying base prospectus. In
addition, the trustee will make available each month, on each distribution date,
the Unrestricted Servicer Reports, the CMSA loan periodic update file, the CMSA
loan setup file, the CMSA bond level file, and the CMSA collateral summary file
to any interested party on its internet website. The trustee will also make
available each month, to the extent received, on each distribution date, (i) the
Restricted Servicer Reports and (ii) the CMSA property file, to any holder of a
certificate, any certificate owner or any prospective transferee of a
certificate or interest therein that provides the trustee with certain required
certifications, via the trustee's internet website initially located at
www.etrustee.net with the use of a password (or other comparable restricted
access mechanism) provided by the trustee. Assistance with the trustee's website
can be obtained by calling its CMBS customer service number: (312) 992-2191.

      The trustee will make no representations or warranties as to the accuracy
or completeness of, and may disclaim responsibility for, any information made
available by the trustee for which it is not the original source.

      The trustee and the master servicers may require registration and the
acceptance of a disclaimer in connection with providing access to their
respective internet websites. The trustee and the master servicers will not be
liable for the dissemination of information made in accordance with the pooling
and servicing agreement.


                                      S-207



      Availability of Exchange Act Reports. The annual reports on Form 10-K, the
distribution reports on Form 10-D, the current reports on Form 8-K and
amendments to those reports filed or furnished with respect to the trust
pursuant to section 13(a) or 15(d) of the Exchange Act will be made available on
the website of the trustee as soon as reasonably practicable after such material
is electronically filed with, or furnished to, the SEC.

      Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a certificateholder, provided that you deliver a
written certification to the trustee confirming your beneficial ownership in the
offered certificates. Otherwise, until definitive certificates are issued with
respect to your offered certificates, the information contained in those monthly
reports will be available to you only to the extent that it is made available
through DTC and the DTC participants or is available on the trustee's internet
website. Conveyance of notices and other communications by DTC to the DTC
participants, and by the DTC participants to beneficial owners of the offered
certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. We,
the master servicers, the special servicer, the trustee, the trustee and the
certificate registrar are required to recognize as certificateholders only those
persons in whose names the certificates are registered on the books and records
of the certificate registrar.

      Other Information. The pooling and servicing agreement will obligate the
master servicers (with respect to the items listed in clauses 1, 2, 3, 4, 5, 6,
8 and 9 below, to the extent those items are in its possession), the special
servicer (with respect to the items in clauses 4, 5, 6, 7, 8 and 9 below, to the
extent those items are in its possession), the trustee or the trustee, as
applicable (with respect to the items in clauses 1 through 10 below, in the case
of the trustee, and clause 3 below, in the case of the trustee, to the extent
those items are in their respective possessions), to make available at their
respective offices, during normal business hours, upon 10 days' advance written
notice, for review by any holder or beneficial owner of an offered certificate
or any person identified to the trustee as a prospective transferee of an
offered certificate or any interest in that offered certificate, originals or
copies of, among other things, the following items:

            1.    the pooling and servicing agreement, including exhibits, and
                  any amendments to the pooling and servicing agreement;

            2.    all trustee reports and monthly reports of the master
                  servicers delivered, or otherwise electronically made
                  available, to certificateholders since the date of initial
                  issuance of the offered certificates;

            3.    all officer's certificates delivered to the trustee and the
                  trustee by the master servicers and/or the special servicer
                  since the date of initial issuance of the certificates, as
                  described under "Servicing of the Mortgage Loans--Evidence as
                  to Compliance" in this prospectus supplement;

            4.    all accountants' reports delivered to the trustee with respect
                  to the master servicers and/or the special servicer since the
                  date of initial issuance of the offered certificates, as
                  described under "Servicing of the Mortgage Loans--Evidence as
                  to Compliance" in this prospectus supplement;

            5.    the most recent inspection report with respect to each
                  mortgaged real property for a mortgage loan prepared by or on
                  behalf of the applicable master servicer and delivered to the
                  trustee as described under "Servicing of the Mortgage
                  Loans--Inspections; Collection of Operating Information" in
                  this prospectus supplement and any environmental assessment
                  prepared as described under "Realization Upon Defaulted
                  Mortgage Loans--Foreclosure and Similar Proceedings" in this
                  prospectus supplement;

            6.    the most recent annual operating statement and rent roll for
                  each mortgaged real property for a mortgage loan and financial
                  statements of the related borrower collected by or on behalf
                  of the master servicers as described under "Servicing of the
                  Mortgage Loans--Inspections; Collection of Operating
                  Information" in this prospectus supplement;


                                      S-208



            7.    all modifications, waivers and amendments of the mortgage
                  loans that are to be added to the mortgage files from time to
                  time and any asset status report prepared by the special
                  servicer;

            8.    the servicing file relating to each mortgage loan;

            9.    any and all officer's certificates and other evidence
                  delivered by the master servicers or the special servicer, as
                  the case may be, to support its determination that any advance
                  was, or if made, would be, a nonrecoverable advance; and

            10.   all reports filed with the SEC with respect to the trust
                  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                  Securities Exchange Act of 1934, as amended.

      Copies of the foregoing items will be available from the trustee, the
master servicers or the special servicer, as applicable, upon request. However,
except in the case of the items described in item 10 above, the trustee, the
master servicers and the special servicer, as applicable, will be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing the copies.

      In connection with providing access to or copies of the items described
above, the trustee, the master servicers or the special servicer, as applicable,
may require:

      o     in the case of a registered holder of an offered certificate or a
            beneficial owner of an offered certificate held in book-entry form,
            a written confirmation executed by the requesting person or entity,
            in a form reasonably acceptable to the trustee, the master servicers
            or the special servicer, as applicable, generally to the effect that
            the person or entity is a beneficial owner of offered certificates
            and will keep the information confidential; and

      o     in the case of a prospective purchaser of an offered certificate or
            any interest in that offered certificate, confirmation executed by
            the requesting person or entity, in a form reasonably acceptable to
            the trustee, the master servicers or the special servicer, as
            applicable, generally to the effect that the person or entity is a
            prospective purchaser of offered certificates or an interest in
            offered certificates, is requesting the information for use in
            evaluating a possible investment in the offered certificates and
            will otherwise keep the information confidential.

      The certifications referred to in the prior paragraph may include an
indemnity from the certifying party for a breach. Registered holders of the
offered certificates will be deemed to have agreed to keep the information
described above confidential by the acceptance of their certificates.

VOTING RIGHTS

      At all times during the term of the pooling and servicing agreement, 100%
of the voting rights for the certificates will be allocated among the respective
classes of certificates as follows:

      o     2% in the aggregate in the case of the class X certificates, and

      o     in the case of any class of principal balance certificates, a
            percentage equal to the product of 98% and a fraction, the numerator
            of which is equal to the then total principal balance of such class
            of principal balance certificates and the denominator of which is
            equal to the then total principal balance of all the principal
            balance certificates.

      The holders of the class R-I, R-II, Y or Z certificates will not be
entitled to any voting rights. Voting rights allocated to a class of
certificates will be allocated among the related certificateholders in
proportion to the percentage interests in such class evidenced by their
respective certificates. See "Description of the Certificates--Voting Rights" in
the accompanying base prospectus.


                                      S-209



TERMINATION

      The obligations created by the pooling and servicing agreement will
terminate following the earliest of--

      o     the final payment or advance on, or other liquidation of, the last
            mortgage loan or related REO Property remaining in the trust; and

      o     the purchase of all of the mortgage loans and REO Properties
            remaining in the trust by the holder (or, if applicable, the
            beneficial owner) of certificates with the largest percentage of
            voting rights allocated to the controlling class (such holder (or,
            if applicable, beneficial owner) referred to as the plurality
            controlling class certificateholder), a master servicer or the
            special servicer, in that order of preference, after the Stated
            Principal Balance of the mortgage pool prior to the application of
            principal payments and losses in the related collection period has
            been reduced to less than 1.0% of the initial mortgage pool balance.

      Written notice of termination of the pooling and servicing agreement will
be given to each certificateholder. The final payment with respect to each
certificate will be made only upon surrender and cancellation of that
certificate at the office of the certificate registrar or at any other location
specified in the notice of termination.

      Any purchase by either master servicer, the special servicer or the
plurality controlling class certificateholder of all the mortgage loans and REO
Properties remaining in the trust is required to be made at a price equal to:

      o     the sum of--

            1.    the then total principal balance of all the mortgage loans
                  then included in the trust (excluding any mortgage loans as to
                  which the related mortgaged real properties have become REO
                  Properties), together with interest thereon plus any accrued
                  and unpaid interest on P&I advances made with respect to such
                  mortgage loans, unreimbursed servicing advances for those
                  mortgage loans plus any accrued and unpaid interest on such
                  servicing advances, any reasonable costs and expenses incurred
                  in connection with any such purchase and any other Additional
                  Trust Fund Expenses (including any Additional Trust Fund
                  Expenses previously reimbursed or paid by the trust fund but
                  not so reimbursed by the related borrower or from insurance
                  proceeds or condemnation proceeds); and

            2.    the appraised value of all REO Properties then included in the
                  trust, as determined by an appraiser mutually agreed upon by
                  the applicable master servicer, the special servicer and the
                  trustee, minus

      o     solely in the case of a purchase by a master servicer, the total of
            all amounts payable or reimbursable to the such master servicer
            under the pooling and servicing agreement.

      The purchase will result in early retirement of the outstanding
certificates. The termination price, exclusive of any portion of the termination
price payable or reimbursable to any person other than the certificateholders,
will constitute part of the Available Distribution Amount for the final
distribution date.

      In addition, if, following the date on which the total principal balances
of the offered certificates are reduced to zero, all of the remaining
certificates (but excluding the class Y, Z, R-I and R-II certificates), are held
by the same certificateholder, the trust fund may also be terminated, subject to
such additional conditions as may be set forth in the pooling and servicing
agreement, in connection with an exchange of all the remaining certificates
(other than the class Y, Z, R-I and R-II certificates) for all the mortgage
loans and REO Properties remaining in the trust fund at the time of exchange.


                                      S-210



                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

      General. The yield on any offered certificate will depend on:

      o     the price at which the certificate is purchased by an investor; and

      o     the rate, timing and amount of payments on the certificate.

      o     The rate, timing and amount of payments on any offered certificate
            will in turn depend on, among other things:

      o     the pass-through rate for the certificate;

      o     the rate and timing of principal payments, including principal
            prepayments, and other principal collections on the mortgage loans
            and the extent to which those amounts are to be applied or otherwise
            result in reduction of the principal balance of the certificate;

      o     the rate, timing and severity of Realized Losses and Additional
            Trust Fund Expenses and the extent to which those losses and
            expenses result in the reduction of the principal balance of the
            certificate;

      o     the timing and severity of any Net Aggregate Prepayment Interest
            Shortfalls and the extent to which those shortfalls result in the
            reduction of the interest payments on the certificate.

      Pass-Through Rates. The pass-through rates for some classes of the offered
certificates will be, in the case of each of these classes, equal to, based on
or limited by the Weighted Average Net Mortgage Rate. See "Description of the
Offered Certificates - Calculation of Pass-Through Rates" in this prospectus
supplement. As a result, the respective pass-through rates (and, accordingly,
the respective yields to maturity) on these classes of offered certificates
could be adversely affected if mortgage loans with relatively high Net Mortgage
Rates experienced a faster rate of principal payments than mortgage loans with
relatively low Net Mortgage Rates. This means that the respective yields to
maturity on these classes of offered certificates could be sensitive to changes
in the relative composition of the mortgage pool as a result of scheduled
amortization, voluntary prepayments and liquidations of mortgage loans following
default.

      See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.

      Rate and Timing of Principal Payments. The yield to maturity of the class
X certificates will be extremely sensitive to, and the yield to maturity on any
offered certificates purchased at a discount or a premium will be affected by,
the frequency and timing of principal payments made in reduction of the total
principal balances of the offered certificates. In turn, the frequency and
timing of principal payments that are paid or otherwise result in reduction of
the total principal balance of any offered certificate will be directly related
to the frequency and timing of principal payments on or with respect to the
mortgage loans (or, in some cases, a particular group of mortgage loans).
Finally, the rate and timing of principal payments on or with respect to the
mortgage loans will be affected by their amortization schedules, the dates on
which balloon payments are due and the rate and timing of principal prepayments
and other unscheduled collections on them, including for this purpose,
collections made in connection with liquidations of mortgage loans due to
defaults, casualties or condemnations affecting the mortgaged real properties,
or purchases or other removals of mortgage loans from the trust.

      Prepayments and other early liquidations of the mortgage loans will result
in payments on the certificates of amounts that would otherwise be paid over the
remaining terms of the mortgage loans. This will tend to shorten the weighted
average lives of some or all of the offered certificates. Defaults on the
mortgage loans, particularly at or near their maturity dates, may result in
significant delays in payments of principal on the mortgage loans and,
accordingly, on the certificates, while workouts are negotiated or foreclosures
are completed. These delays will tend


                                      S-211



to lengthen the weighted average lives of some or all of the offered
certificates. See "Servicing of the Mortgage Loans--Modifications, Waivers,
Amendments and Consents" in this prospectus supplement. In addition, the ability
of the related borrower under the ARD Loans, to repay that loan on the related
anticipated repayment date will generally depend on its ability to either
refinance the mortgage loan or sell the corresponding mortgaged real property.
Also, a borrower may have little incentive to repay its mortgage loan on the
related anticipated repayment date if then prevailing interest rates are
relatively high. Accordingly, there can be no assurance that the ARD Loans will
be paid in full on their respective anticipated repayment dates. Failure of the
related borrower under any ARD Loan to repay that mortgage loan by or shortly
after the related anticipated repayment date, for whatever reason, will tend to
lengthen the weighted average lives of the offered certificates.

      Similarly, the ability of a borrower under the Converting Loan to repay
that mortgage loan on the first open prepayment date will generally depend on
its ability to either refinance the mortgage loan or sell the corresponding
mortgaged real property. Also, a borrower may have little incentive to repay its
mortgage loan on the related date if then-current market interest rates are
particularly high. Accordingly, there can be no assurance that the Converting
Loan will be paid in full on its first open prepayment date. Failure of the
borrower under the Converting Loan to repay that mortgage loan by or shortly
after the related open prepayment date, for any reason, will tend to lengthen
the weighted average lives of the offered certificates.

      The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the mortgage loans (and, in particular, with respect to
the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL certificates, the mortgage
loans in loan group 1, and with respect to the class A-1A certificates, the
mortgage loans in loan group 2) are in turn paid or otherwise result in a
reduction of the principal balance of the certificate. If you purchase your
offered certificates at a discount from their total principal balance, your
actual yield could be lower than your anticipated yield if the principal
payments on the mortgage loans (and, in particular, with respect to the class
A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL certificates, the mortgage loans in
loan group 1, and with respect to the class A-1A certificates, the mortgage
loans in loan group 2) are slower than you anticipated. If you purchase any
offered certificates at a premium relative to their total principal or notional
balance, you should consider the risk that a faster than anticipated rate of
principal payments on the mortgage loans (and, in particular, with respect to
the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL certificates, the mortgage
loans in loan group 1, and with respect to the class A-1A certificates, the
mortgage loans in loan group 2) could result in an actual yield to you that is
lower than your anticipated yield.

      Because the rate of principal payments on or with respect to the mortgage
loans will depend on future events and a variety of factors, no assurance can be
given as to that rate or the rate of principal prepayments in particular.

      Even if they are available and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the mortgage loans. Prepayment consideration payable on
specially serviced mortgage loans will be applied to reimburse Realized Losses
and Additional Trust Fund Expenses previously allocated to any class of
certificates.

      The yield on the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL
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.

      Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the mortgage loans (and, in particular, with
respect to the class A-1, A-2, A-2FL, A-3FL, A-SB, A-4 and A-4FL certificates,
on the mortgage loans in loan group 1, and with respect to the class A-1A
certificates, the mortgage loans in loan group 2) may affect the amount of
payments on your offered certificates, the yield to maturity of your offered
certificates, the rate of principal payments on your offered certificates and
the weighted average life of your offered certificates.


                                      S-212



      Delinquencies on the mortgage loans, unless covered by P&I advances, may
result in shortfalls in payments of interest and/or principal on your offered
certificates for the current month. Although any shortfalls in payments of
interest may be made up on future distribution dates, no interest would accrue
on those shortfalls. Thus, any shortfalls in payments of interest would
adversely affect the yield to maturity of your offered certificates.

      If--

      o     you calculate the anticipated yield to maturity for your offered
            certificates based on an assumed rate of default and amount of
            losses on the mortgage loans that is lower than the default rate and
            amount of losses actually experienced; and

      o     the additional losses result in a reduction of the total payments on
            or the total principal balance of your offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

      Reimbursement of Advances from general collections of principal on the
mortgage pool may reduce distributions of the principal in respect of the
offered certificates.

      The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on, or the total principal balance of, your
offered certificates will also affect your actual yield to maturity, even if the
rate of defaults and severity of losses are consistent with your expectations.
In general, the earlier your loss occurs, the greater the effect on your yield
to maturity.

      Even if losses on the mortgage loans do not result in a reduction of the
total payments on or the total principal balance of your offered certificates,
the losses may still affect the timing of payments on, and the weighted average
life and yield to maturity of, your offered certificates.

      Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the mortgage loans:

      o     prevailing interest rates;

      o     the terms of the mortgage loans, including provisions that require
            the payment of prepayment premiums and yield maintenance charges,
            provisions that impose prepayment lock-out periods and amortization
            terms that require balloon payments;

      o     the demographics and relative economic vitality of the areas in
            which the mortgaged real properties are located;

      o     the general supply and demand for commercial and multifamily rental
            space of the type available at the mortgaged real properties in the
            areas in which the mortgaged real properties are located;

      o     the quality of management of the mortgaged real properties;

      o     the servicing of the mortgage loans;

      o     possible changes in tax laws; and

      o     other opportunities for investment.

      See "Risk Factors--Risks Related to the Mortgage Loans," "Description of
the Mortgage Pool" and "Servicing of the Mortgage Loans" in this prospectus
supplement and "Description of the Governing Documents" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the accompanying base
prospectus.

      The rate of prepayment on the 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 the


                                       S-213



annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at which a
mortgage loan accrues interest, the related borrower may be less likely to
voluntarily prepay the mortgage loan. Assuming prevailing market interest rates
exceed the revised mortgage interest rate at which an ARD Loan accrues interest
following its anticipated repayment date, the primary incentive for the related
borrower to prepay the mortgage loan on or before its anticipated repayment date
is to give the borrower access to excess cash flow, all of which, net of the
minimum required debt service, approved property expenses and any required
reserves, must be applied to pay down principal of the mortgage loan.
Accordingly, there can be no assurance that any ARD Loan will be prepaid on or
before its respective anticipated repayment date or on any other date prior to
maturity.

      Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell their
mortgaged real properties in order to realize their equity in those properties,
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 their mortgaged real properties prior to the exhaustion of tax
depreciation benefits.

      A number of the borrowers are limited or general partnerships. The
bankruptcy of the general partner in a partnership may result in the dissolution
of the partnership. The dissolution of a borrower partnership, the winding-up of
its affairs and the distribution of its assets could result in an acceleration
of its payment obligations under the related mortgage loan.

      We make no representation or warranty regarding:

      o     the particular factors that will affect the rate and timing of
            prepayments and defaults on the mortgage loans (or any particular
            group of mortgage loans);

      o     the relative importance of those factors;

      o     the percentage of the total principal balance of the mortgage loans
            (or any particular group of mortgage loans) that will be prepaid or
            as to which a default will have occurred as of any particular date;
            or

      o     the overall rate of prepayment or default on the mortgage loans (or
            any particular group of mortgage loans).

      Unpaid Interest. If the portion of the Available Distribution Amount
payable with respect to interest on any class of offered certificates on any
distribution date is less than the total amount of interest then payable for the
class, the shortfall will be payable to the holders of those certificates on
subsequent distribution dates, subject to available funds on those subsequent
distribution dates and the priority of payments described under "Description of
the Offered Certificates--Payments--Priority of Payments" in this prospectus
supplement. That shortfall will not bear interest, however, and will therefore
negatively affect the yield to maturity of that class of offered certificates
for so long as it is outstanding.

      Delay in Payments. Because monthly payments will not be made on the
certificates until several days after the due dates for the mortgage loans
during the related collection period, your effective yield will be lower than
the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.

CPR MODEL

      Prepayments on loans are commonly measured relative to a prepayment
standard or model. The prepayment model used in this prospectus supplement is
the constant prepayment rate, or "CPR," model, which represents an assumed
constant rate of prepayment each month, which is expressed on a per annum basis,
relative to the then-outstanding principal balance of a pool of loans for the
life of those loans. The CPR model does not purport to be either a historical
description of the prepayment experience of any pool of loans or a prediction of
the anticipated rate of prepayment of any pool of loans, including the mortgage
pool. We do not make any representations about the appropriateness of the CPR
model.


                                      S-214



WEIGHTED AVERAGE LIVES

      The tables set forth below indicate the respective weighted average lives
of the respective classes of the offered certificates and set forth the
percentages of the respective initial total principal balances of those classes
that would be outstanding after the distribution dates in each of the calendar
months shown, subject, however, to the following discussion and the assumptions
specified below.

      For purposes of this prospectus supplement, "weighted average life" of any
offered certificate refers to the average amount of time that will elapse from
the assumed date of settlement of that certificate, which is June 13, 2007,
until each dollar of principal of the certificate will be repaid to the
investor, based on the Modeling Assumptions. For purposes of this "Yield and
Maturity Considerations" section, the weighted average life of any offered
certificate is determined by:

      o     multiplying the amount of each principal payment on the certificate
            by the number of years from the assumed settlement date to the
            related distribution date;

      o     summing the results; and

      o     dividing the sum by the total amount of the reductions in the
            principal balance of the certificate.

      The weighted average life of any offered certificate will be influenced
by, among other things, the rate at which principal of the mortgage loans is
paid, which may be in the form of scheduled amortization, balloon payments,
prepayments, liquidation proceeds, condemnation proceeds or insurance proceeds.
The weighted average life of any offered certificate may also be affected to the
extent that additional payments in reduction of the principal balance of that
certificate occur as a result of the purchase or other removal of a mortgage
loan from the trust or the optional termination of the trust. The purchase of a
mortgage loan from the trust will have the same effect on payments to the
holders of the privately offered certificates as if the mortgage loan had
prepaid in full, except that no prepayment consideration is collectable with
respect thereto.

      The tables set forth below have been prepared on the basis of the Modeling
Assumptions. The actual characteristics and performance of the mortgage loans
will differ from the assumptions used in calculating the tables set forth below.
The tables set forth below are hypothetical in nature and are provided only to
give a general sense of how the principal cash flows might behave under each
assumed prepayment scenario. In particular, the tables were prepared on the
basis of the assumption that there are no losses or defaults on the mortgage
loans. Any difference between those assumptions and the actual characteristics
and performance of the mortgage loans, or actual prepayment or loss experience,
will affect the percentages of the respective initial total principal balances
of the various classes of subject offered certificates (other than the class X
certificates) outstanding over time and their respective weighted average lives.



    PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage ...................    100%      100%      100%      100%       100%
June 12, 2008 ........................     86        86        86        86         86
June 12, 2009 ........................     69        69        69        69         69
June 12, 2010 ........................     49        48        46        44          9
June 12, 2011 ........................     22        11         1         0          0
June 12, 2012 and thereafter .........      0         0         0         0          0
Weighted Average Life (in Years) .....   2.78      2.66      2.57      2.50       2.34



                                      S-215





    PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-2 CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................    100       100       100       100        100
June 12, 2010.........................    100       100       100       100        100
June 12, 2011.........................    100       100       100        97         93
June 12, 2012.........................      0         0         0         0          0
June 12, 2013 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   4.88      4.85      4.82      4.78       4.66




    PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-SB CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................    100       100       100       100        100
June 12, 2010.........................    100       100       100       100        100
June 12, 2011.........................    100       100       100       100        100
June 12, 2012.........................     99        99        99        99         99
June 12, 2013.........................     79        79        79        79         79
June 12, 2014.........................     59        59        59        59         59
June 12, 2015.........................     37        37        37        37         37
June 12, 2016.........................     14        14        14        14         14
June 12, 2017 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   7.40      7.39      7.39      7.39       7.37




    PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-1A CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................     99        99        99        99         99
June 12, 2010.........................     99        99        99        99         99
June 12, 2011.........................     98        98        98        98         98
June 12, 2012.........................     89        89        89        89         89
June 12, 2013.........................     88        88        88        88         88
June 12, 2014.........................     85        85        85        85         85
June 12, 2015.........................     84        84        84        84         84
June 12, 2016.........................     83        83        83        83         83
June 12, 2017 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   9.05      9.04      9.02      9.00       8.82




    PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-4 CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................    100       100       100       100        100
June 12, 2010.........................    100       100       100       100        100
June 12, 2011.........................    100       100       100       100        100
June 12, 2012.........................    100       100       100       100        100
June 12, 2013.........................    100       100       100       100        100
June 12, 2014.........................    100       100       100       100        100
June 12, 2015.........................    100       100       100       100        100
June 12, 2016.........................    100       100       100       100        100
June 12, 2017 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   9.84      9.82      9.80      9.76       9.61



                                      S-216





     PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AM CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................    100       100       100       100        100
June 12, 2010.........................    100       100       100       100        100
June 12, 2011.........................    100       100       100       100        100
June 12, 2012.........................    100       100       100       100        100
June 12, 2013.........................    100       100       100       100        100
June 12, 2014.........................    100       100       100       100        100
June 12, 2015.........................    100       100       100       100        100
June 12, 2016.........................    100       100       100       100        100
June 12, 2017 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   9.91      9.91      9.91      9.91       9.74




     PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AJ CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................    100%      100%      100%      100%       100%
June 12, 2008.........................    100       100       100       100        100
June 12, 2009.........................    100       100       100       100        100
June 12, 2010.........................    100       100       100       100        100
June 12, 2011.........................    100       100       100       100        100
June 12, 2012.........................    100       100       100       100        100
June 12, 2013.........................    100       100       100       100        100
June 12, 2014.........................    100       100       100       100        100
June 12, 2015.........................    100       100       100       100        100
June 12, 2016.........................    100       100       100       100        100
June 12, 2017 and thereafter..........      0         0         0         0          0
Weighted Average Life (in Years)......   9.94      9.93      9.92      9.91       9.75




     PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS B CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................     100%     100%      100%      100%       100%
June 12, 2008.........................     100      100       100       100        100
June 12, 2009.........................     100      100       100       100        100
June 12, 2010.........................     100      100       100       100        100
June 12, 2011.........................     100      100       100       100        100
June 12, 2012.........................     100      100       100       100        100
June 12, 2013.........................     100      100       100       100        100
June 12, 2014.........................     100      100       100       100        100
June 12, 2015.........................     100      100       100       100        100
June 12, 2016.........................     100      100       100       100        100
June 12, 2017 and thereafter..........       0        0         0         0          0
Weighted Average Life (in Years)......   10.00    10.00     10.00      9.95       9.75



                                      S-217





     PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS C CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................     100%     100%      100%      100%       100%
June 12, 2008.........................     100      100       100       100        100
June 12, 2009.........................     100      100       100       100        100
June 12, 2010.........................     100      100       100       100        100
June 12, 2011.........................     100      100       100       100        100
June 12, 2012.........................     100      100       100       100        100
June 12, 2013.........................     100      100       100       100        100
June 12, 2014.........................     100      100       100       100        100
June 12, 2015.........................     100      100       100       100        100
June 12, 2016.........................     100      100       100       100        100
June 12, 2017 and thereafter..........       0        0         0         0          0
Weighted Average Life (in Years)......   10.00    10.00     10.00     10.00       9.75




     PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS D CERTIFICATES

          DISTRIBUTION DATE              0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
--------------------------------------   ------   -------   -------   -------   --------

Initial Percentage....................     100%     100%      100%      100%       100%
June 12, 2008.........................     100      100       100       100        100
June 12, 2009.........................     100      100       100       100        100
June 12, 2010.........................     100      100       100       100        100
June 12, 2011.........................     100      100       100       100        100
June 12, 2012.........................     100      100       100       100        100
June 12, 2013.........................     100      100       100       100        100
June 12, 2014.........................     100      100       100       100        100
June 12, 2015.........................     100      100       100       100        100
June 12, 2016.........................     100      100       100       100        100
June 12, 2017 and thereafter..........       0        0         0         0          0
Weighted Average Life (in Years)......   10.00    10.00     10.00     10.00       9.75


      The foregoing tables were prepared assuming a 0% CPR during lockout,
defeasance and yield maintenance periods and otherwise assuming that prepayments
occur at indicated CPR. The indicated CPRs are applied to the mortgage loans in
the trust fund and do not take into account the B-Note Non-Trust Loans.

                               THE SWAP AGREEMENTS

      On the closing date, the trustee, on behalf of the trust, will enter into
four interest rate swap agreements with Merrill Lynch Capital Services, Inc., as
swap counterparty, relating to the class A-2FL, class A-3FL, class A-4FL, class
AM-FL and class AJ-FL certificates, respectively. None of the holders of any
class of offered certificates will have any beneficial interest in any of the
swap agreements.

                                 USE OF PROCEEDS

      Substantially all of the proceeds from the sale of the offered
certificates will be used by us to purchase the mortgage loans that we will
include in the trust and to pay those expenses incurred in connection with the
issuance of the certificates.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

      This is a general summary of the material federal income tax consequences
of owning the offered certificates. This summary is directed to initial
investors that hold the offered certificates as "capital assets" within the
meaning of section 1221 of the Code. It does not discuss all United States
federal income tax consequences that


                                      S-218



may be relevant to owners of the offered certificates, particularly as to
investors subject to special treatment under the Code, including banks and
insurance companies. Prospective investors should consult their tax advisors
regarding the federal, state, local, and, if relevant, foreign tax consequences
to them of owning offered certificates.

      Further, this summary and any legal opinions referred to in this summary
are based on laws, regulations, including the REMIC regulations promulgated by
the Treasury Department, rulings and decisions now in effect or (with respect to
the regulations) proposed, all of which are subject to change either
prospectively or retroactively.

      Upon the issuance of the offered certificates, Cadwalader, Wickersham &
Taft LLP, New York, New York, our counsel, will deliver its opinion generally to
the effect that, assuming compliance with the pooling and servicing agreement
and, if servicing with respect to the Georgia-Alabama Retail Portfolio loan is
transferred to another pooling and servicing agreement, compliance with that
pooling and servicing agreement, and subject to any other assumptions set forth
in the opinion, REMIC I and REMIC II, respectively, will each qualify as a REMIC
under the Code and the arrangements under which the class A-2FL, class A-3FL,
class A-4FL, class AM-FL and class AJ-FL REMIC II regular interests, the related
swap agreements, the trustee's floating rate account and the right to Additional
Interest and any Palmilla Apartments Stabilization Fee are held will be
classified as one or more grantor trusts for U.S. federal income tax purposes.

      The assets of REMIC I will generally include--

      o     the mortgage loans;

      o     any REO Properties acquired on behalf of the certificateholders;

      o     the master servicers' collection accounts;

      o     the special servicer's REO account; and

      o     the trustee's distribution account and interest reserve account, but
            will exclude any collections of Additional Interest on the ARD Loans
            or Converting Loan and any Palmilla Apartments Stabilization Fees.

      For federal income tax purposes,

      o     the separate non-certificated regular interests in REMIC I will be
            the regular interests in REMIC I and will be the assets of REMIC II;

      o     the class R-I certificates will evidence the sole class of residual
            interests in REMIC I;

      o     the class A-1, A-2, A-SB, A-4, A-1A, X, AM, AJ, B, C, D, E, F, G, H,
            J, K, L, M, N, P and Q certificates and the class A-2FL, class
            A-3FL, class A-4FL, class AM-FL and class AJ-FL REMIC II regular
            interests will evidence or constitute the regular interests in, and
            will generally be treated as debt obligations of, REMIC II;

      o     the class R-II certificates will evidence the sole class of residual
            interests in REMIC II;

      o     the class A-2FL, class A-3FL, class A-4FL, class AM-FL and class
            AJ-FL certificates will each evidence interests in a grantor trust
            consisting of the respective REMIC II regular interest, the related
            swap agreement and the applicable sub-account of the trustee's
            floating rate account. No holder of any offered certificates will
            have any beneficial interest in any such grantor trust;

      o     the portion of the trust consisting of Additional Interest on the
            Converting Loan will be treated as a grantor trust for federal
            income tax purposes, and the class Y certificates will represent
            undivided interests in this asset; and


                                      S-219



      o     the portion of the trust consisting of Additional Interest on the
            ARD Loans and the Palmilla Apartments Stabilization Fee will be
            treated as a grantor trust for federal income tax purposes, and the
            class Z certificates will represent undivided interests in these
            assets.

      See "Federal Income Tax Consequences--REMICs" and "--Grantor Trusts" in
the accompanying base prospectus.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

      Holders of the offered certificates will be required to report income on
such regular interests in accordance with the accrual method of accounting.

      It is anticipated that the class A-1, class A-2, class A-SB, class A-4,
class A-1A, class AM and class AJ certificates will be issued at a premium and
that the other classes of offered certificates will be issued with a de minimis
amount of original issue discount. If you own an offered certificate issued with
original issue discount, you may have to report original issue discount income
and be subject to a tax on this income before you receive a corresponding cash
payment.

      When determining the rate of accrual of original issue discount, market
discount and premium, if any, for federal income tax purposes the prepayment
assumption used will be that subsequent to the date of any determination:

      o     the ARD Loans will be paid in full on their respective anticipated
            repayment dates;

      o     no mortgage loan will otherwise be prepaid prior to maturity; and

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

      However, no representation is made as to the actual rate at which the
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying base prospectus.

      The IRS has issued regulations under sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with original
issue discount. You should be aware, however, that those regulations and section
1272(a)(6) of the Code do not adequately address all issues relevant to, or are
not applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

      Whether a holder of any of the offered certificates will be treated as
holding a certificate with amortizable bond premium will depend on the
certificateholder's purchase price and the payments remaining to be made on the
certificate at the time of its acquisition by the certificateholder. If you
acquire an interest in any offered certificates issued at a premium, you should
consider consulting your own tax advisor regarding the possibility of making an
election to amortize the premium. See "Federal Income Tax Consequences--
REMICs--Taxation of Owners of REMIC Regular Certificates--Premium" in the
accompanying base prospectus.

      Prepayment premiums and yield maintenance charges actually collected on
the mortgage loans will be paid on the offered certificates as and to the extent
described in this prospectus supplement. It is not entirely clear under the Code
when the amount of a prepayment premium or yield maintenance charge should be
taxed to the holder of a class of offered certificates entitled to that amount.
For federal income tax reporting purposes, the tax administrator will report
prepayment premiums or yield maintenance charges as income to the holders of a
class of offered certificates entitled thereto only after the applicable master
servicer's actual receipt of those amounts. The IRS may nevertheless seek to
require that an assumed amount of prepayment premiums and yield maintenance
charges be included in payments projected to be made on the offered certificates
and that taxable income be reported based on the projected constant yield to
maturity of the offered certificates. Therefore, the projected prepayment
premiums and yield maintenance charges would be included prior to their actual
receipt by holders of the offered certificates. If the projected prepayment
premiums and yield maintenance charges were not actually received, presumably
the holder of an offered certificate would be allowed to claim a deduction or
reduction in gross income at the time the


                                      S-220



unpaid prepayment premiums and yield maintenance charges had been projected to
be received. Moreover, it appears that prepayment premiums and yield maintenance
charges are to be treated as ordinary income rather than capital gain. The
correct characterization of the income is not entirely clear. We recommend you
consult your own tax advisors concerning the treatment of prepayment premiums
and yield maintenance charges.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

      The offered certificates will be treated as "real estate assets" within
the meaning of section 856(c)(5)(B) of the Code in the hands of a real estate
investment trust or "REIT." Most of the mortgage loans are not secured by real
estate used for residential or certain other purposes prescribed in section
7701(a)(19)(C) of the Code. Consequently, the offered certificates generally
will not be treated as assets qualifying under that section. Accordingly,
investment in the offered certificates may not be suitable for a thrift
institution seeking to be treated as a "domestic building and loan association"
under section 7701(a)(19)(C) of the Code. In addition, the offered certificates
will be "qualified mortgages" within the meaning of section 860G(a)(3) of the
Code in the hands of another REMIC if transferred to such REMIC on its startup
date in exchange for regular or residual interests in such REMIC.

      Finally, interest, including original issue discount, if any, on the
offered certificates will be interest described in section 856(c)(3)(B) of the
Code if received by a REIT if 95% or more of the assets of REMIC II are treated
as "real estate assets" within the meaning of section 856(c)(5)(B) of the Code.
To the extent that less than 95% of the assets of REMIC II are treated as "real
estate assets" within the meaning of section 856(c)(5)(B) of the Code, a REIT
holding offered certificates will be treated as receiving directly its
proportionate share of the income of the REMIC.

      To the extent an offered certificate represents ownership of an interest
in a mortgage loan that is secured in part by cash reserves, that mortgage loan
is not secured solely by real estate. Therefore:

      o     a portion of that certificate may not represent ownership of "loans
            secured by an interest in real property" or other assets described
            in section 7701(a)(19)(C) of the Code;

      o     a portion of that certificate may not represent ownership of "real
            estate assets" under section 856(c)(5)(B) of the Code; and

      o     the interest on that certificate may not constitute "interest on
            obligations secured by mortgages on real property" within the
            meaning of section 856(c)(3)(B) of the Code.

      In addition, most of the mortgage loans contain defeasance provisions
under which the lender may release its lien on the collateral securing the
subject mortgage loan in return for the borrower's pledge of substitute
collateral in the form of government securities. Generally, under the Treasury
regulations, if a REMIC releases its lien on real property that secures a
qualified mortgage, the subject mortgage loan ceases to be a qualified mortgage
on the date the lien is released unless certain conditions are satisfied. In
order for the defeased mortgage loan to remain a qualified mortgage, the
Treasury regulations require that--

      1.    the borrower pledges substitute collateral that consist solely of
            certain government securities,

      2.    the related loan documents allow that substitution,

      3.    the lien is released to facilitate the disposition of the property
            or any other customary commercial transaction, and not as part of an
            arrangement to collateralize a REMIC offering with obligations that
            are not real estate mortgages, and

      4.    the release is not within two years of the startup day of the REMIC.

      Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(e)(3)(B) of the Code, respectively.


                                      S-221



      See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying base prospectus.

                              ERISA CONSIDERATIONS

      The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Code consequences, each potential investor that
is a Plan or is investing on behalf of, or with plan assets of a Plan, is
advised to consult its own legal advisor with respect to the specific ERISA and
Code consequences of investing in the certificates and to make its own
independent decision. The following is merely a summary and should not be
construed as legal advice.

      ERISA and section 4975 of the Code impose various requirements on--

      o     Plans, and

      o     persons that are fiduciaries with respect to Plans,

in connection with the investment of the assets of a Plan. For purposes of this
discussion, Plans may include qualified pension, profit sharing and Code section
401(k) plans, individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts, including, as applicable,
insurance company general accounts, in which other Plans are invested.

      A fiduciary of any Plan should carefully review with its legal advisors
whether the purchase or holding of offered certificates could be or give rise to
a transaction that is prohibited or is not otherwise permitted under ERISA or
section 4975 of the Code or whether there exists any statutory, regulatory or
administrative exemption applicable thereto. Some fiduciary and prohibited
transaction issues arise only if the assets of the trust are "plan assets" for
purposes of Part 4 of Title I of ERISA and section 4975 of the Code. Whether the
assets of the trust will be plan assets at any time will depend on a number of
factors, including the portion of any class of certificates that is held by
benefit plan investors within the meaning of U.S. Department of Labor Regulation
Section 2510.3-101.

      The U.S. Department of Labor has issued an individual prohibited
transaction exemption to each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Countrywide Securities Corporation, each as amended by
Prohibited Transaction Exemption 2007-5. Subject to the satisfaction of
conditions set forth in the Exemption, the Exemption generally exempts from the
application of the prohibited transaction provisions of Sections 406(a) and (b)
and 407(a) of ERISA, and the excise taxes imposed on these prohibited
transactions under sections 4975(a) and (b) of the Code, specified transactions
relating to, among other things, the servicing and operation of pools of real
estate loans, such as the mortgage pool, and the purchase, sale and holding of
mortgage pass-through certificates, such as the offered certificates, that are
underwritten by an Exemption-Favored Party.

      The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of an offered
certificate to be eligible for exemptive relief under the Exemption. The
conditions are as follows:

      o     first, the acquisition of the certificate by a Plan must be on terms
            that are at least as favorable to the Plan as they would be in an
            arm's-length transaction with an unrelated party;

      o     second, at the time of its acquisition by the Plan, that certificate
            must be rated in one of the four highest generic rating categories
            by S&P, Moody's, Fitch, DBRS Limited or DBRS, Inc.;

      o     third, the trustee cannot be an affiliate of any other member of the
            Restricted Group, other than an underwriter;


                                      S-222



      o     fourth, the following must be true--

            1.    the sum of all payments made to and retained by
                  Exemption-Favored Parties must represent not more than
                  reasonable compensation for underwriting the relevant class of
                  certificates;

            2.    the sum of all payments made to and retained by us in
                  connection with the assignment of mortgage loans to the trust
                  must represent not more than the fair market value of the
                  obligations; and

            3.    the sum of all payments made to and retained by the trustee,
                  the master servicers, the special servicer and any
                  sub-servicer must represent not more than reasonable
                  compensation for that person's services under the pooling and
                  servicing agreement and reimbursement of that person's
                  reasonable expenses in connection therewith; and

      o     fifth, the investing Plan must be an accredited investor as defined
            in Rule 501(a)(1) of Regulation D under the Securities Act of 1933,
            as amended.

      It is a condition of their issuance that each class of offered
certificates receive an investment grade rating from each of S&P and Moody's. In
addition, the initial trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the date of initial issuance of the
certificates, the second and third general conditions set forth above will be
satisfied with respect to the offered certificates. A fiduciary of a Plan
contemplating the purchase of any such offered certificate in the secondary
market must make its own determination that, at the time of the purchase, the
certificate continues to satisfy the second and third general conditions set
forth above. A fiduciary of a Plan contemplating the purchase of any such
offered certificate, whether in the initial issuance of the certificate or in
the secondary market, must make its own determination that the first and fourth
general conditions set forth above will be satisfied with respect to the
certificate as of the date of the purchase. A Plan's authorizing fiduciary will
be deemed to make a representation regarding satisfaction of the fifth general
condition set forth above in connection with the purchase of any such offered
certificate.

      The Exemption also requires that the trust meet the following
requirements:

      o     the trust assets must consist solely of assets of the type that have
            been included in other investment pools;

      o     certificates evidencing interests in those other investment pools
            must have been rated in one of the four highest generic rating
            categories of S&P, Moody's, Fitch, DBRS Limited or DBRS, Inc. for at
            least one year prior to the Plan's acquisition of an offered
            certificate; and

      o     certificates evidencing interests in those other investment pools
            must have been purchased by investors other than Plans for at least
            one year prior to any Plan's acquisition of an offered certificate.

      We believe that these requirements have been satisfied as of the date of
this prospectus supplement.

      If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA, as well as the excise taxes imposed by sections 4975(a) and (b)
of the Code by reason of sections 4975(c)(1)(A) through (D) of the Code, in
connection with--

      o     the direct or indirect sale, exchange or transfer of an offered
            certificate to a Plan upon initial issuance from us or an
            Exemption-Favored Party when we are, or a mortgage loan seller, the
            trustee, a master servicer, the special servicer or any
            sub-servicer, any provider of credit support, Exemption-Favored
            Party or borrower is, a Party in Interest with respect to the
            investing Plan;

      o     the direct or indirect acquisition or disposition in the secondary
            market of an offered certificate by a Plan; and


                                      S-223



      o     the continued holding of class A-1, A-2, A-SB, A-4, A-1A, AM, AJ, B,
            C or D certificates by a Plan.

      However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, by any person who has discretionary authority or renders
investment advice with respect to the assets of that Plan.

      Moreover, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may also
provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c)(1)(E) of the Code in connection with:

      o     the direct or indirect sale, exchange or transfer of offered
            certificates in the initial issuance of those certificates between
            us or an Exemption-Favored Party and a Plan when the person who has
            discretionary authority or renders investment advice with respect to
            the investment of the assets of the Plan in those certificates is a
            borrower, or an affiliate of a borrower, with respect to 5.0% or
            less of the fair market value of the mortgage loans;

      o     the direct or indirect acquisition or disposition in the secondary
            market of such offered certificates by a Plan; and

      o     the continued holding of such offered certificates by a Plan.

      Further, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may provide
an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a)
of ERISA, and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c) of the Code, for transactions in connection with the
servicing, management and operation of the trust assets.

      Lastly, if 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 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 the restrictions or taxes are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of--

      o     providing services to the Plan, or

      o     having a specified relationship to this person,

solely as a result of the Plan's ownership of class offered certificates.

      Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that the general and other conditions set forth in the Exemption
and the other requirements set forth in the Exemption would be satisfied at the
time of the purchase.

      Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and, if no election has been made under section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to Title I of ERISA or section 4975 of the Code. However, governmental
and church plans may be subject to a federal, state or local law which is, to a
material extent, similar to the above-mentioned provisions of ERISA and the
Code. A fiduciary of a governmental plan should make its own determination as to
the need for and the availability of any exemptive relief under any similar law.

      Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Code to the investment. Such fiduciary must also
determine on its own whether an offered certificate is an appropriate investment
for a Plan under ERISA and the Code with regard to ERISA's general fiduciary
requirements, including investment prudence and diversification and the
exclusive benefit rule.


                                      S-224



      The sale of offered certificates to a Plan is in no way a representation
or warranty by us or the underwriters that the investment meets all relevant
legal requirements with respect to investments by Plans generally or by any
particular Plan, or that the investment is appropriate for Plans generally or
for any particular Plan.

                             METHOD OF DISTRIBUTION

      Subject to the terms and conditions set forth in an underwriting agreement
to be entered into between us as seller, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as underwriters, we
have agreed to sell to each of the underwriters and each of the underwriters has
agreed to purchase from us, severally but not jointly, the respective principal
balances of each class of the offered certificates as set forth below subject in
each case to a variance of 5%.



                MERRILL LYNCH,     COUNTRYWIDE
               PIERCE, FENNER &     SECURITIES    PNC CAPITAL   GOLDMAN, SACHS   MORGAN STANLEY &
   CLASS      SMITH INCORPORATED   CORPORATION    MARKETS LLC       & CO.        CO. INCORPORATED
-----------   ------------------   ------------   -----------   --------------   ----------------

Class A-1        $ 30,650,342      $ 22,585,658       --             --                --
Class A-2        $ 63,791,355      $ 47,006,645       --             --                --
Class A-SB       $ 59,172,156      $ 43,602,844       --             --                --
Class A-4        $453,653,960      $334,289,040       --             --                --
Class A-1A       $348,822,376      $257,040,624       --             --                --
Class AM         $134,465,737      $ 99,085,263       --             --                --
Class AJ         $100,385,684      $ 73,972,316       --             --                --
Class B          $ 32,074,734      $ 23,635,266       --             --                --
Class C          $ 16,037,367      $ 11,817,633       --             --                --
Class D          $ 26,060,505      $ 19,203,495       --             --                --


      Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide
Securities Corporation are acting as joint bookrunning managers in the following
manner: Countrywide Securities Corporation is acting as sole bookrunning manager
with respect to 3.59% of the class C certificates, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated is acting as sole bookrunning manager with respect
to the remainder of the class C certificates and all other classes of offered
certificates. PNC Capital Markets LLC, Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated will act as co-managers for this offering.

      Proceeds to us from the sale of the offered certificates, before deducting
expenses payable by us, will be approximately $2,206,042,943 before adjusting
for accrued interest.

      Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. Sales of the offered certificates may also
occur on and after the date of initial issuance of the offered certificates, as
agreed upon in negotiated transactions with various purchasers. The underwriters
may effect such transactions by selling the offered certificates to or through
dealers, and such dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters. In connection with
the purchase and sale of the offered certificates, the underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts.

      Purchasers of the offered certificates, including dealers, may, depending
on the facts and 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 resales by them of offered certificates. Any profit on the resale
of the offered certificates purchased by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
Certificateholders should consult with their legal advisors in this regard prior
to any such reoffer or sale.

      We also have been advised by the underwriters that one or more of them,
through one or more of their respective affiliates, currently intends to make a
market in the offered certificates; however, none of the underwriters has any
obligation to do so, any market making may be discontinued at any time and there
can be no assurance that an active secondary market for the offered certificates
will develop. See "Risk Factors--Risks Related to the Offered Certificates--The
Offered Certificates Will Have Limited Liquidity and May Experience Fluctuations
in


                                      S-225



Market Value Unrelated to the Performance of the Mortgage Loans" in this
prospectus supplement and "Risk Factors--Lack of Liquidity Will Impair Your
Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the
Market Value of Your Offered Certificates" in the accompanying base prospectus.

      We have agreed to indemnify the underwriters and each person, if any, who
controls any underwriter within the meaning of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, against, or to make
contributions to the underwriters and each such controlling person with respect
to, certain liabilities, including liabilities under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the
underwriters, is our affiliate and an affiliate of Merrill Lynch Mortgage
Lending, Inc., which is a sponsor and one of the mortgage loan sellers, and
Merrill Lynch Capital Services, Inc., the swap counterparty. Countrywide
Securities Corporation, one of the underwriters, is a subsidiary of Countrywide
Commercial Real Estate Finance, Inc., which is a sponsor and one of the mortgage
loan sellers. PNC Capital Markets LLC, one of the underwriters, is an affiliate
of PNC Bank, National Association, a sponsor and mortgage loan seller, and
Midland Loan Services, Inc., the special servicer and one of the master
servicers.

      Each underwriter has represented to and agreed with us that:

      o     it has only communicated or caused to be communicated and will only
            communicate or cause to be communicated any invitation or inducement
            to engage in investment activity (within the meaning of section 21
            of the Financial Services and Markets Act 2000 (the "FSMA") received
            by it in connection with the issue or sale of any offered
            certificates in circumstances in which section 21(1) of the FSMA
            does not apply to us; and

      o     it has complied and will comply with all applicable provisions of
            the FSMA with respect to anything done by it in relation to the
            offered certificates in, from or otherwise involving the United
            Kingdom.

      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 with us 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 the 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 the 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 (euro)43,000,000 and (3) an annual net turnover of more than
(euro)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
us of a prospectus pursuant to Article 3 of the Prospectus Directive.

      For the purposes of the foregoing, the expression an "offer of the
certificates to the public" in relation to any of the 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.


                                      S-226



                                LEGAL INVESTMENT

      The offered certificates will not constitute mortgage related securities
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. As a
result, the appropriate characterization of the offered certificates under
various legal investment restrictions, and therefore the ability of investors
subject to these restrictions to purchase those certificates, is subject to
significant interpretive uncertainties.

      Neither we nor the underwriters make any representation 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
or other restrictions. All institutions whose investment activities are subject
to legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the offered certificates--

      o     are legal investments for them; or

      o     are subject to investment, capital or other restrictions.

      See "Legal Investment" in the accompanying base prospectus.

                                  LEGAL MATTERS

      Particular legal matters relating to the certificates will be passed upon
for us by Cadwalader, Wickersham & Taft LLP, New York, New York and for the
underwriters by Latham & Watkins LLP, New York, New York.

                                     RATINGS

      It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:

             CLASS                 MOODY'S                  S&P
      -------------------    -------------------    -------------------
           Class A-1                 Aaa                    AAA
           Class A-2                 Aaa                    AAA
          Class A-SB                 Aaa                    AAA
           Class A-4                 Aaa                    AAA
          Class A-1A                 Aaa                    AAA
           Class AM                  Aaa                    AAA
           Class AJ                  Aaa                    AAA
            Class B                  Aa2                    AA
            Class C                  Aa3                    AA-
            Class D                  A2                      A

      The ratings on the offered certificates address the likelihood of the
timely receipt by their holders of all payments of interest to which they are
entitled on each distribution date and the ultimate receipt by their holders of
all payments of principal to which they are entitled on or before the rated
final distribution date. The ratings take into consideration the credit quality
of the mortgage pool, structural and legal aspects associated with the offered
certificates, and the extent to which the payment stream from the mortgage pool
is adequate to make payments of interest and/or principal required under the
offered certificates.

      The ratings on the respective classes of offered certificates do not
represent any assessment of--

      o     the tax attributes of the offered certificates or of the trust;

      o     whether or to what extent prepayments of principal may be received
            on the mortgage loans;

      o     the likelihood or frequency of prepayments of principal on the
            mortgage loans;


                                      S-227



      o     the degree to which the amount or frequency of prepayments of
            principal on the mortgage loans might differ from those originally
            anticipated;

      o     whether or to what extent the interest payable on any class of
            offered certificates may be reduced in connection with Net Aggregate
            Prepayment Interest Shortfalls; and

      o     whether and to what extent prepayment premiums, yield maintenance
            charges, Penalty Interest, Additional Interest or Palmilla
            Apartments Stabilization Fees will be received.

      Also, a security rating does not represent any assessment of the yield to
maturity that investors may experience.

      There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned thereto by S&P or Moody's.

      The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See
"Rating" in the accompanying base prospectus.


                                      S-228



                                    GLOSSARY

      The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this prospectus supplement,
including in any of the annexes to this prospectus supplement.

      "30/360 BASIS" means the accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

      "ACCEPTABLE INSURANCE DEFAULT" means, with respect to any mortgage loan
serviced under the pooling and servicing agreement, any default under the
related loan documents resulting from (i) the exclusion of acts of terrorism
from coverage under the related "all risk" casualty insurance policy maintained
on the related mortgaged real property and (ii) the related borrower's failure
to obtain insurance that specifically covers acts of terrorism, but only if the
special servicer has determined, in its reasonable judgment, exercised in
accordance with the Servicing Standard, that (a) such insurance is not available
at commercially reasonable rates and the relevant hazards are not commonly
insured against by prudent owners of similar real properties in similar locales
(but only by reference to such insurance that has been obtained by such owners
at current market rates) or (b) such insurance is not available at any rate. In
making such determination, the special servicer will be entitled to rely on the
opinion of an insurance consultant at the expense of the trust.

      "ACTUAL/360 BASIS" means the accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable accrual period) in a year assumed to consist of 360 days.

      "ADDITIONAL INTEREST" means (i) with respect to the ARD Loans in the trust
fund, the additional interest accrued with respect to those mortgage loans as a
result of the marginal increase in the related mortgage interest rate upon
passage of the related anticipated repayment date, as that additional interest
may compound in accordance with the terms of that mortgage loan and (ii) with
respect to the Converting Loan in the trust fund, the additional interest, in
excess of the original fixed rate, that may accrue with respect to that mortgage
loan as a result of the conversion of the mortgage loan from bearing interest at
a fixed rate to bearing interest on a floating rate.

      "ADDITIONAL TRUST FUND EXPENSE" means any of certain specified expenses of
the trust that, in each case, generally:

      o     arises out of a default on a mortgage loan or in respect of a
            mortgage loan as to which a default is imminent or arises out of an
            otherwise unanticipated event; and

      o     is not covered by a servicing advance or a corresponding collection
            from the related borrower.

      Examples of some Additional Trust Fund Expenses are set forth under
"Description of the Offered Certificates--Reductions to Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

      "ADVANCE" means a P&I advance or a servicing advance made, or that may be
made, under the pooling and servicing agreement.

      "A-NOTE TRUST MORTGAGE LOAN" means any of the mortgage loans included in
the trust that are secured by the mortgaged real properties identified on Annex
A-1 to this prospectus supplement as Commons at Calabasas, Georgia-Alabama
Retail Portfolio, Hillwood Apartments, Somerset Meadows, Ashton Lake Apartments,
Morehouse Portfolio, Super Center Plaza, Town & Country Shopping Center, Quail
Creek Plaza and New Sunshine Tech Center.

      "A-NOTE NON-TRUST MORTGAGE LOAN" means the Commons at Calabasas A-Note
Non-Trust Mortgage Loan and the Georgia-Alabama Retail Portfolio A-Note
Non-Trust Mortgage Loan.


                                      S-229



      "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan as to which an
Appraisal Trigger Event has occurred, an amount that will equal the excess, if
any, of "x" over "y" where--

      1.    "x" is an amount, as of the determination date immediately
            succeeding the date on which the knowledge of the occurrence of the
            relevant Appraisal Trigger Event is obtained, if no new appraisal
            (or letter update or internal valuation) is required, or otherwise
            the date on which the appraisal (or letter update or internal
            valuation, if applicable) is obtained, and each anniversary of such
            determination date thereafter so long as appraisals are required to
            be obtained in connection with the subject mortgage loan, equal to
            the sum (without duplication) of:

            (a)   the Stated Principal Balance of the subject mortgage loan;

            (b)   to the extent not previously advanced by or on behalf of the
                  applicable master servicer, the special servicer or the
                  trustee, all unpaid interest accrued on the subject mortgage
                  loan through the most recent due date prior to the date of
                  determination at the related Net Mortgage Rate (exclusive of
                  any portion thereof that constitutes Additional Interest);

            (c)   all accrued but unpaid (from related collections) master
                  servicing fees and special servicing fees with respect to the
                  subject mortgage loan and, without duplication, all accrued or
                  otherwise incurred but unpaid (from related collections)
                  Additional Trust Fund Expenses with respect to the subject
                  mortgage loan;

            (d)   all related unreimbursed Advances made by or on behalf of the
                  applicable master servicer or the trustee with respect to the
                  subject mortgage loan, together with (i) interest on those
                  Advances and (ii) any related Unliquidated Advances; and

            (e)   all currently due and unpaid real estate taxes and unfunded
                  improvement reserves and assessments, insurance premiums and,
                  if applicable, ground rents with respect to the related
                  mortgaged real property; and

      2.    "y" is equal to the sum of (x) 90% of an amount equal to (i) the
            resulting appraised or estimated value of the related mortgaged real
            property or REO Property, which value may be subject to reduction by
            the special servicer based on its review of the related appraisal
            and other relevant information (without implying any duty to do so),
            reduced, to not less than zero, by (ii) the amount of any
            obligations secured by liens on the property that are prior to the
            lien of the subject mortgage loan and estimated liquidation
            expenses, and (y) all escrows, reserves and letters of credit held
            as additional collateral with respect to the subject mortgage loan.

      If, however, any required appraisal, letter update or internal valuation
is not obtained or performed within 60 days of the relevant Appraisal Trigger
Event, then until the required appraisal or other valuation is obtained or
performed, the Appraisal Reduction Amount for the subject mortgage loan will
equal 25% of the Stated Principal Balance of that mortgage loan.

      The foregoing notwithstanding, in the case of any Loan Combination, any
Appraisal Reduction Amount will be calculated as if it were a single loan, and
then will be allocated first to the related B-Note Non-Trust Loan (if any), in
each case up to the outstanding principal balance thereof, and then to the
applicable A-Note Trust Mortgage Loan and with respect to the Commons at
Calabasas Loan Combination and the Georgia-Alabama Retail Portfolio Loan
Combination, to the related A-Note Trust Mortgage Loan and the related A-Note
Non-Trust Mortgage Loan, pro rata.

      "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust, any of the following events:

      o     the mortgage loan has been modified by the special servicer in a
            manner that affects the amount or timing of any monthly debt service
            payment due on it, other than a balloon payment (except, or in
            addition to, bringing monthly debt service payments current and
            extending the maturity date for less than six months);


                                      S-230



      o     the related borrower fails to make any monthly debt service payment
            with respect to the mortgage loan and the failure continues for 60
            days;

      o     60 days following the receipt by the special servicer of notice that
            a receiver has been appointed and continues in that capacity with
            respect to the mortgaged real property securing the mortgage loan;

      o     60 days following the receipt by the special servicer of notice that
            the related borrower has become the subject of a bankruptcy
            proceeding;

      o     the mortgaged real property securing the mortgage loan becomes an
            REO Property; or

      o     any balloon payment on such mortgage loan has not been paid by the
            60th day following its scheduled maturity date, so long as the
            applicable master servicer has, on or prior to the 60th day after
            the due date of that balloon payment, received written evidence from
            an institutional lender of such lender's binding commitment to
            refinance the mortgage loan within 120 days after the due date of
            such balloon payment, provided the borrower continues, during that
            period, to make in respect of each due date without omission,
            monthly payments equivalent to the monthly payments previously due
            under the mortgage loan prior to its maturity date.

      For purposes of the foregoing, each Loan Combination will be treated as a
single mortgage loan.

      "ARD LOANS" means the mortgage loans in, or to be included in, the trust
fund, that have the characteristics described in the first paragraph under
"Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--ARD Loans" in this prospectus supplement and identified on Annex A-1 to
this prospectus supplement as an "ARD Loans."

      "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any distribution
date:

      (a)   an amount equal to the sum, without duplication, of the following
            amounts:

            (i)     the aggregate of all amounts on deposit in the master
                    servicers' collection accounts and the trustee's
                    distribution account as of the close of business on the
                    related determination date and the amounts collected by or
                    on behalf of the master servicers as of the close of
                    business on such determination date and required to be
                    deposited in the collection account;

            (ii)    the aggregate amount of all P&I advances made by either
                    master servicer or the trustee for distribution on the
                    certificates on that distribution date;

            (iii)   the aggregate amount transferred from the special servicer's
                    REO account and/or any separate custodial account maintained
                    with respect to a Loan Combination to the applicable master
                    servicer's collection account during the month of that
                    distribution date, on or prior to the date on which P&I
                    advances are required to be made in that month;

            (iv)    the aggregate amount deposited by the master servicers in
                    their collection accounts for that distribution date in
                    connection with Prepayment Interest Shortfalls and any
                    shortfalls in interest caused by the application of a
                    condemnation award or casualty insurance proceeds to prepay
                    a mortgage loan; and

            (v)     for each distribution date occurring in March, the aggregate
                    of all interest reserve amounts in respect of each mortgage
                    loan that accrues interest on an Actual/360 Basis or an
                    Actual/365 Basis deposited in the trustee's distribution
                    account;


                                      S-231



      exclusive of

      (b)   any portion of the amounts described in clause (a) above that
            represents one or more of the following:

            (i)     any monthly debt service payments collected but due on a due
                    date after the end of the related collection period;

            (ii)    all amounts in the master servicers' collection accounts or
                    the trustee's distribution account that are payable or
                    reimbursable to any person other than the certificateholders
                    from:

                    (A)   the master servicers' collection accounts, including,
                          but not limited to, servicing compensation, as
                          described under "Servicing of the Mortgage
                          Loans--Collection Account--Withdrawals" in this
                          prospectus supplement; and

                    (B)   the trustee's distribution account, including, but not
                          limited to, trust administration fees, as described
                          under "Description of the Offered Certificates--
                          Distribution Account--Withdrawals" in this prospectus
                          supplement;

            (iii)   any prepayment premiums and yield maintenance charges;

            (iv)    any Additional Interest on the Converting Loan (which is
                    separately distributed to the holders of the class Y
                    certificates);

            (v)     any Additional Interest on the ARD Loans (which is
                    separately distributed to the holders of the class Z
                    certificates);

            (vi)    any Palmilla Apartments Stabilization Fee collected from the
                    related borrower (which is separately distributed to the
                    holders of the class Z certificates);

            (vii)   if such distribution date occurs during February of any year
                    or during January of any year that is not a leap year, the
                    interest reserve amounts in respect of each mortgage loan
                    that accrues interest on an Actual/360 Basis or an
                    Actual/365 Basis to be deposited in the trustee's interest
                    reserve account and held for future distribution; and

            (viii)  any amounts deposited in the master servicers' collection
                    account or the trustee's distribution account in error.

      In no event will the Available Distribution Amount include amounts payable
to the holders of the B-Note Non-Trust Loans.

      "B-NOTE LOAN NOTEHOLDER" means the holder of a B-Note Non-Trust Loan.

      "B-NOTE NON-TRUST LOAN" means any of the B-Note non-trust mortgage loans
that are secured by the same related mortgaged real property identified on Annex
A-1 to this prospectus supplement as Georgia-Alabama Retail Portfolio, Hillwood
Apartments, Somerset Meadows, Ashton Lake Apartments, Morehouse Portfolio, Super
Center Plaza, Town & Country Shopping Center, Quail Creek Plaza and New Sunshine
Tech Center.

      "CFC B-NOTE NON-TRUST LOAN" has the meaning given such term under
"Description of the Mortgage Pool--The Loan Combinations--The Hillwood
Apartments and the Somerset Meadows Loan Combinations" in this prospectus
supplement.

      "CFC B-NOTE LOAN COMBINATIONS" has the meaning given such term under
"Description of the Mortgage Pool--The Loan Combinations--The Hillwood
Apartments and the Somerset Meadows Loan Combinations" in this prospectus
supplement.


                                      S-232



      "CFC TRUST MORTGAGE LOAN" has the meaning given such term under
"Description of the Mortgage Pool--The Loan Combinations--The Hillwood
Apartments and the Somerset Meadows Loan Combinations" in this prospectus
supplement.

      "CLASS A-SB PLANNED PRINCIPAL BALANCE" means, with respect to the class
A-SB certificates for any distribution date, the principal balance specified for
that distribution date on Annex E to this prospectus supplement. The principal
balances set forth on Annex E to this prospectus supplement were calculated
using, among other things, the Modeling Assumptions and a 0% CPR. Based on the
Modeling Assumptions and a 0% CPR, the total principal balance of the class A-SB
certificates on each distribution date would be reduced to approximately the
scheduled principal balance indicated for that distribution date on Annex E to
this prospectus supplement. There is no assurance, however, that the mortgage
loans will perform in conformity with the Modeling Assumptions. Therefore, there
can be no assurance that the total principal balance of the class A-SB
certificates on any distribution date will be equal to (and, furthermore,
following retirement of the class A-1 and A-2 certificates and the class A-2FL
and class A-3FL REMIC II regular interests, that total principal balance may be
less than) the principal balance that is specified for that distribution date on
Annex E to this prospectus supplement.

      "CLEARSTREAM" means Clearstream Banking Luxembourg.

      "CLOSING DATE" means the date of the initial issuance of the offered
certificates, which will be on or about June 13, 2007.

      "CMSA" means the Commercial Mortgage Securities Association, an
international trade organization for the commercial real estate capital markets.

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

      "COMMONS AT CALABASAS A-NOTE NON-TRUST LOAN" has the meaning given such
term under "Description of the Mortgage Pool--The Loan Combinations--The Commons
at Calabasas Loan Combination" in this prospectus supplement.

      "COMMONS AT CALABASAS LOAN COMBINATION" has the meaning given such term
under "Description of the Mortgage Pool--The Loan Combinations--The Commons at
Calabasas Loan Combination" in this prospectus supplement.

      "CONVERTING LOAN" means any mortgage loan in, or to be included in, the
trust fund, that has the characteristics described in the first paragraph under
"Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--Converting Loan" in this prospectus supplement and identified on Annex
A-1 to this prospectus supplement as a "Converting Loan."

      "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

      "CROSSED LOAN" means a mortgage loan in the trust fund that is
cross-collateralized and cross-defaulted with one or more other mortgage loans
in the trust fund.

      "CROSSED GROUP" means a group of related Crossed Loans.

      "DTC" means The Depository Trust Company.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

      "EXEMPTION" means, collectively, Prohibited Transaction Exemption 90-29
(granted to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Prohibited
Transaction Exemption 2000-55 (granted to Countrywide Securities Corporation),
each as amended by Prohibited Transaction Exemption 2007-5, or any successor
thereto, all as issued by the U.S. Department of Labor.


                                      S-233



      "EXEMPTION-FAVORED PARTY" means any of--

      o     Merrill Lynch, Pierce, Fenner & Smith Incorporated;

      o     Countrywide Securities Corporation;

      o     any person directly or indirectly, through one or more
            intermediaries, controlling, controlled by or under common control
            with any entity referred to in the prior two bullets; and

      o     any member of the underwriting syndicate or selling group of which a
            person described in the prior three bullets is a manager or
            co-manager with respect to those mortgage pass-through certificates.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO A-NOTE NON-TRUST MORTGAGE LOAN" has the
meaning given such term under "Description of the Mortgage Pool--The Loan
Combinations--The Georgia-Alabama Retail Portfolio Loan Combination" in this
prospectus supplement.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO A-NOTE NON-TRUST MORTGAGE LOAN PSA"
means, the pooling and servicing agreement relating to the securitization of the
Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage Loan.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO B-NOTE NON-TRUST MORTGAGE LOAN" has the
meaning given such term under "Description of the Mortgage Pool--The Loan
Combinations--The Georgia-Alabama Retail Portfolio Loan Combination.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO CONTROLLING PARTY" means, with respect
to the Georgia-Alabama Retail Portfolio Loan Combination,

      o     the holder of the Georgia-Alabama Retail Portfolio B-Note Non-Trust
            Mortgage Loan, but only if and for so long as it has an unpaid
            principal balance, net of the portion of any Appraisal Reduction
            Amount with respect to the Georgia-Alabama Retail Portfolio Loan
            Combination allocable to the Georgia-Alabama Retail Portfolio B-Note
            Non-Trust Mortgage Loan, equal to or great than 25% of its unpaid
            principal balance (without taking into account any Appraisal
            Reduction Amount); or

      o     if the unpaid principal balance of the Georgia-Alabama Retail
            Portfolio B-Note Non-Trust Mortgage Loan, net of the portion of any
            Appraisal Reduction Amount with respect to the Georgia-Alabama
            Retail Portfolio Loan Combination allocable to the Georgia-Alabama
            Retail Portfolio B-Note Non-Trust Mortgage Loan, is less than 25% of
            its unpaid principal balance (without taking into account any
            Appraisal Reduction Amount), the holder of the Georgia-Alabama
            Retail Portfolio A-Note Non-Trust Mortgage Loan (or if such loan is
            an asset in a securitization, the controlling class representative
            under the securitization related to the Georgia-Alabama Retail
            Portfolio A-Note Non-Trust Mortgage Loan).

      "GEORGIA-ALABAMA RETAIL PORTFOLIO INTERCREDITOR AGREEMENT" means, the
Intercreditor Agreements related to the Georgia-Alabama Retail Portfolio Loan
Combination.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO LOAN COMBINATION" has the meaning given
such term under "Description of the Mortgage Pool--The Loan Combinations--The
Georgia-Alabama Retail Portfolio Loan Combination" in this prospectus
supplement.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO NON-TRUST LOANS" means the
Georgia-Alabama Retail Portfolio A-Note Non-Trust Mortgage Loan and the
Georgia-Alabama Retail Portfolio B-Note Non-Trust Mortgage Loan.

      "GEORGIA-ALABAMA RETAIL PORTFOLIO SENIOR MORTGAGE LOANS" means the
Georgia-Alabama Retail Portfolio Trust Mortgage Loan and the Georgia-Alabama
Retail Portfolio A-Note Non-Trust Mortgage Loan.

      "IRS" means the Internal Revenue Service.


                                      S-234



      "LOAN COMBINATION" means any of the Commons at Calabasas Loan Combination,
the CFC B-Note Loan Combinations, the Georgia-Alabama Retail Portfolio Loan
Combination and the Mezz Cap Loan Combination.

      "LOAN COMBINATION INTERCREDITOR AGREEMENT" means any Intercreditor
Agreement related to any Loan Combination.

      "LOAN GROUP 1 PRINCIPAL DISTRIBUTION AMOUNT" means, in general, the
portion of the Principal Distribution Amount attributable to the mortgage loans
in loan group 1.

      "LOAN GROUP 2 PRINCIPAL DISTRIBUTION AMOUNT" means, in general, the
portion of the Principal Distribution Amount attributable to the mortgage loans
in loan group 2.

      "MEZZCAP B-NOTE NON-TRUST MORTGAGE LOANS" means the Ashton Lake Apartments
B-Note Non-Trust Mortgage Loan, the Morehouse Portfolio B-Note Non-Trust
Mortgage Loan, the Super Center Plaza B-Note Non-Trust Mortgage Loan, the Town &
Country Shopping Center B-Note Non-Trust Mortgage Loan, the Quail Creek Plaza
B-Note Non-Trust Mortgage Loan and the New Sunshine Tech Center B-Note Non-Trust
Mortgage Loan.

      "MEZZCAP INTERCREDITOR AGREEMENTS" means the Intercreditor Agreement
related to each Mezz Cap Loan Combination.

      "MEZZCAP LOAN COMBINATIONS" means the Ashton Lake Apartments Loan
Combination, the Morehouse Portfolio Loan Combination, the Super Center Plaza
Loan Combination, the Town & Country Shopping Center Loan Combination, the Quail
Creek Plaza Loan Combination and the New Sunshine Tech Center Loan Combination.

      "MEZZCAP MATERIAL DEFAULT" means, with respect to a MezzCap Loan
Combination, one of the following events: (a) either of the related underlying
mortgage loan or B-Note Non-Trust Loan has been accelerated; (b) a continuing
monetary default; or (c) a bankruptcy action has been filed by or against the
related borrower.

      "MEZZCAP TRUST MORTGAGE LOANS" means the Ashton Lake Apartments Trust
Mortgage Loan, the Morehouse Portfolio Trust Mortgage Loan, the Super Center
Plaza Trust Mortgage Loan, the Town & Country Shopping Center Trust Mortgage
Loan, the Quail Creek Plaza Trust Mortgage Loan and the New Sunshine Tech Center
Trust Mortgage Loan.

      "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the certificates and the mortgage loans in, or to be included in, the
trust fund:

      o     the mortgage loans have the characteristics set forth on Annex A-1,
            and the initial mortgage pool balance is approximately
            $2,785,502,677; and the mortgage loans are allocated to loan group 1
            and loan group 2 as described in this prospectus supplement;

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

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

      o     there are no delinquencies or losses with respect to the mortgage
            loans;

      o     there are no modifications, extensions, waivers or amendments
            affecting the monthly debt service payments by borrowers on the
            mortgage loans;

      o     there are no Appraisal Reduction Amounts with respect to the
            mortgage loans;

      o     there are no casualties or condemnations affecting the corresponding
            mortgaged real properties;

      o     each of the mortgage loans provides monthly debt service payments to
            be due on the first day of each month, and accrues interest on the
            basis described in this prospectus supplement, which is any of an
            Actual/360 Basis or a 30/360 Basis;


                                      S-235



      o     all prepayments on the mortgage loans are assumed to be accompanied
            by a full month's interest;

      o     there are no breaches of our representations and warranties
            regarding the mortgage loans;

      o     no voluntary or involuntary prepayments are received as to any
            mortgage loan during that mortgage loan's lockout period, yield
            maintenance period or defeasance period, in each case if any;

      o     the ARD Loans are paid in full on its anticipated repayment date;

      o     except as otherwise assumed in the immediately preceding two
            bullets, prepayments are made on each of the mortgage loans at the
            indicated CPRs set forth in the subject tables, without regard to
            any limitations in those mortgage loans on partial voluntary
            principal prepayments;

      o     the Converting Loan is paid in full on the first payment date when
            no prepayment charge is due;

      o     no person or entity entitled thereto exercises its right of optional
            termination described in this prospectus supplement under
            "Description of the Offered Certificates--Termination";

      o     no mortgage loan is required to be repurchased by any mortgage loan
            seller;

      o     any mortgage loans that allow a choice between yield maintenance or
            fixed penalties and defeasance have been assumed to be mortgage
            loans providing for voluntary prepayment with prepayment
            consideration in the form of yield maintenance or fixed penalties,
            as applicable;

      o     no prepayment premiums or yield maintenance charges are collected;

      o     with respect to mortgage loan numbers 191 and 166, each month excess
            cash will be available and be used to pay down the principal balance
            of the related mortgage loan as described in the amortization
            schedules set forth on Annex A-3 and Annex A-4 to this prospectus
            supplement;

      o     there are no Additional Trust Fund Expenses;

      o     payments on the offered certificates are made on the 12th day of
            each month, whether or not a business day, commencing in July 2007;
            and

      o     the offered certificates are settled on June 13, 2007.

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

      "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
distribution date, the excess, if any, of--

      o     the Prepayment Interest Shortfalls incurred with respect to the
            mortgage pool during the related collection period, over

      o     the total payments made by the master servicers to cover those
            Prepayment Interest Shortfalls.

      "NET MORTGAGE RATE" means with respect to any mortgage loan, in general, a
per annum rate equal to the related mortgage interest rate in effect from time
to time (excluding the Additional Interest distributable to the class Y and
class Z certificates), minus the sum of the applicable master servicing fee rate
under the pooling and servicing agreement (which includes the rate at which any
primary servicing fees accrue) and the per annum rate at which the monthly trust
administration fee is calculated; provided, however, that for purposes of
calculating the Weighted Average Net Mortgage Rate and the respective
pass-through rates for the class A-2FL REMIC II regular interest, the class
A-3FL REMIC II regular interest, the class A-4FL REMIC II regular interest, the
class AM-FL REMIC II regular interest, the class AJ-FL REMIC II regular interest
and the various classes of the non-fixed rate interest-bearing certificates,
from time to time--


                                      S-236



      o     the Net Mortgage Rate for the subject mortgage loan will be
            calculated without regard to any modification, waiver or amendment
            of the terms of such mortgage loan, or any other change in the
            related mortgage interest rate, subsequent to the date of issuance
            of the certificates, and

      o     if any mortgage loan does not accrue interest on the basis of a
            360-day year consisting of twelve 30-day months, then the Net
            Mortgage Rate of such mortgage loan 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 such loan on the basis
            of a 360-day year consisting of twelve 30-day months in order to
            produce, in general, the aggregate amount of interest actually
            accrued in respect of such loan during such one-month period at the
            related mortgage interest rate (net of the aggregate per annum rate
            at which the related master servicing fee and the trust
            administration fee are calculated under the pooling and servicing
            agreement), except that, with respect to any such mortgage loan, the
            Net Mortgage Rate for the one-month period (a) prior to the
            respective 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 will
            be determined so as to produce an aggregate amount of interest that
            excludes any related interest reserve amount transferred to the
            trustee's interest reserve account in respect of that one-month
            period and (b) prior to the due date in March will be determined so
            as to produce an aggregate amount of interest that includes the
            related interest reserve amount(s) retained in the trustee's
            interest reserve account for the respective one-month periods prior
            to the due dates in January and February in any year which is not a
            leap year or the one-month period prior to the due date in February
            in any year which is a leap year.

      As of the cut-off date (without regard to the adjustment described in the
proviso to the prior sentence), the Net Mortgage Rates for the mortgage loans
ranged from 5.3493% per annum to 6.9043%, with a weighted average of those Net
Mortgage Rates of 5.7498% per annum. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" in this
prospectus supplement.

      "NONRECOVERABLE ADVANCE" means any Advance previously made or proposed to
be made, or any Workout-Delayed Reimbursement Amount previously made, with
respect to any mortgage loan or REO Property that is determined, in accordance
with the pooling and servicing agreement, not to be ultimately recoverable,
together with interest accrued on that Advance, from payments or other
collections on or with respect to that mortgage loan or REO Property (or, in the
case of an A-Note Trust Mortgage Loan, on or with respect to the related Loan
Combination).

      "NON-TRUST LOAN NOTEHOLDER" means the holder of a Non-Trust Loan.

      "NON-TRUST LOAN" means any of the Commons at Calabasas A-Note Non-Trust
Loan, the CFC B-Note Non-Trust Loans, the Georgia-Alabama Retail Portfolio
Non-Trust Loans and the MezzCap B-Note Non-Trust Loans.

      "P&I" means principal and/or interest payments, excluding balloon
payments, required to be paid in respect of a mortgage loan in accordance with
the schedule for repayment provided for by that mortgage loan.

      "PALMILLA APARTMENTS STABILIZATION FEE" means, with respect to the
mortgage loan identified on Annex A-1 to this prospectus supplement as Palmilla
Apartments, a stabilization fee payable quarterly by the related borrower to the
lender, in each case in an amount equal to 0.25% of the initial principal
balance of the mortgage loan, commencing April 11, 2008 if the borrower has not
by such date satisfied the conditions described above under "Description of the
Mortgage Pool--Terms and Conditions of the Mortgage Loans--Palmilla Apartments
Stabilization Fee," and continuing until the related borrower has satisfied such
conditions.

      "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of Section 3(14) of ERISA or a "disqualified person" within the
meaning of section 4975(e)(2) of the Code.

      "PENALTY INTEREST" means any interest, other than late payment charges,
Additional Interest, prepayment premiums or yield maintenance charges, that--

      o     accrues on a defaulted mortgage loan solely by reason of the subject
            default; and


                                      S-237



      o     is in excess of all interest at the related mortgage interest rate.

      "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real
property securing a mortgage loan, any and all of the following in, or to be
included in, the trust fund:

      o     the lien of current real property taxes, ground rents, water
            charges, sewer rents and assessments not yet delinquent or accruing
            interest or penalties;

      o     covenants, conditions and restrictions, rights of way, easements and
            other matters that are of public record and/or are referred to in
            the related lender's title insurance policy or, if that policy has
            not yet been issued, referred to in a pro forma title policy or a
            marked-up commitment binding upon the title insurer;

      o     exceptions and exclusions specifically referred to in the related
            lender's title insurance policy or, if that policy has not yet been
            issued, referred to in a pro forma title policy or marked-up
            commitment binding upon the title insurer;

      o     other matters to which like properties are commonly subject;

      o     the rights of tenants, as tenants only, under leases and subleases,
            pertaining to the related mortgaged real property;

      o     if the related mortgage loan is cross-collateralized with any other
            mortgage loan within the mortgage pool, the lien of the mortgage for
            the other mortgage loan(s) contained in the same group of
            cross-collateralized loans; and

      o     if the related mortgaged real property consists of one or more units
            in a condominium, the related condominium declaration,

none of which, as represented by the related mortgage loan seller in the related
mortgage loan purchase agreement (subject to any exceptions set forth in that
agreement), materially interferes with the security intended to be provided by
the related mortgage, the current principal use of the property or the current
ability of the property to generate income sufficient to service the related
mortgage loan.

      "PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations, including:

      o     direct obligations of, or obligations fully guaranteed as to timely
            payment of principal and interest by, the United States or any
            agency or instrumentality thereof (having original maturities of not
            more than 365 days), provided that those obligations are backed by
            the full faith and credit of the United States;

      o     repurchase agreements or obligations with respect to any security
            described in the preceding bullet (having original maturities of not
            more than 365 days), provided that the short-term deposit or debt
            obligations of the party agreeing to repurchase the subject security
            are investment grade rated;

      o     federal funds, unsecured uncertified certificates of deposit, time
            deposits, demand deposits and bankers' acceptances of any bank or
            trust company organized under the laws of the United States or any
            state thereof (having original maturities of not more than 365
            days), the short-term obligations of which are investment grade
            rated;

      o     commercial paper (including both non-interest bearing discount
            obligations and interest-bearing obligations and having original
            maturities of not more than 365 days) of any corporation or other
            entity organized under the laws of the United States or any state
            thereof which commercial paper is investment grade rated;


                                      S-238



      o     money market funds which are rated in one of the four highest
            applicable rating categories of a nationally recognized statistical
            rating organization; and

      o     any other obligation or security acceptable to each applicable
            rating agency for the related offered certificates, evidence of
            which acceptability will be provided in writing by each of those
            rating agencies to, among others, the trustee;

provided that (1) no investment described above may evidence either the right to
receive (x) only interest with respect to such investment or (y) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and (2) no investment described above may be purchased at a price
greater than par if such investment may be prepaid or called at a price less
than its purchase price prior to stated maturity.

      "PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA or section 4975 of the Code.

      "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a mortgage loan made by the related borrower during any collection
period after the due date for that loan, the amount of any interest collected on
that prepayment for the period following that due date, less the amount of
related master servicing fees payable from that interest collection, and
exclusive of any Penalty Interest and/or Additional Interest included in that
interest collection.

      "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a mortgage loan voluntarily made by the related borrower during
any collection period prior to the due date for that loan, the amount of any
uncollected interest, without regard to any prepayment premium or yield
maintenance charge actually collected, that would have accrued on that
prepayment to, but not including, that due date at a rate per annum equal to the
sum of the related Net Mortgage Rate for such mortgage loan and the trust
administration fee rate (net of any Penalty Interest and Additional Interest, if
applicable).

      "PRIMARY COLLATERAL" means the mortgaged real property directly securing a
Crossed Loan and excluding any property as to which the related lien may only be
foreclosed upon by exercise of cross-collateralization of that Crossed Loan with
other related Crossed Loans.

      "PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to each distribution
date, the aggregate of the following (without duplication):

      (a)   the aggregate of the principal portions of all monthly debt service
            payments (other than balloon payments) due or deemed due on or in
            respect of the mortgage loans (including mortgage loans as to which
            the related mortgaged real properties have become REO Properties)
            for their respective due dates occurring during the related
            collection period, to the extent paid by the related borrower during
            or prior to, or otherwise received during, the related collection
            period or advanced by either master servicer or the trustee, as
            applicable, for such distribution date;

      (b)   the aggregate of all principal prepayments received on the mortgage
            loans during the related collection period;

      (c)   with respect to any mortgage loan as to which the related stated
            maturity date occurred during or prior to the related collection
            period, any payment of principal (other than a principal prepayment)
            made by or on behalf of the related borrower during the related
            collection period (including any balloon payment), net of any
            portion of such payment that represents a recovery of the principal
            portion of any monthly debt service payment (other than a balloon
            payment) due or deemed due in respect of the related mortgage loan
            on a due date during or prior to the related collection period and
            included as part of the Principal Distribution Amount for such
            distribution date or any prior distribution date pursuant to clause
            (a) above;

      (d)   the aggregate of the principal portion of all liquidation proceeds,
            sale proceeds, insurance proceeds, condemnation proceeds and, to the
            extent not otherwise included in clause (a), (b) or (c) above,
            payments and revenues that were received on or in respect of the
            mortgage loans and REO


                                      S-239



            Properties during the related collection period and that were
            identified and applied by the applicable master servicer and/or the
            special servicer as recoveries of principal of the mortgage loans,
            in each case net of any portion of such amounts that represents a
            recovery of the principal portion of any monthly debt service
            payment (other than a balloon payment) due or deemed due in respect
            of the related mortgage loan on a due date during or prior to the
            related collection period and included as part of the Principal
            Distribution Amount for such distribution date or any prior
            distribution date pursuant to clause (a) above; and

      (e)   if such distribution date is subsequent to the initial distribution
            date, the excess, if any, of the Principal Distribution Amount for
            the immediately preceding distribution date, over the aggregate
            distributions of principal made on the principal balance
            certificates on such immediately preceding distribution date;

provided that the Principal Distribution Amount for any distribution date will
generally be reduced (to not less than zero) by any Workout-Delayed
Reimbursement Amounts in respect of any particular mortgage loan that are
reimbursed from principal collections on the mortgage pool during the related
collection period (although any of those amounts that were reimbursed from
principal collections and are subsequently collected on the related mortgage
loan will be added to the Principal Distribution Amount for the distribution
date following the collection period in which the subsequent collection occurs);
and

provided, further, that the Principal Distribution Amount for any distribution
date will generally be reduced (to not less than zero) by any Nonrecoverable
Advances in respect of any particular mortgage loan (and advance interest
thereon) that are reimbursed from principal collections on the mortgage pool
during related collection period (although any of those amounts that were
reimbursed from principal collections and are subsequently collected
(notwithstanding the nonrecoverability determination) on the related mortgage
loan will be added to the Principal Distribution Amount for the distribution
date following the collection period in which the subsequent collection occurs).

      If the reimbursement of any Workout-Delayed Reimbursement Amount or
Nonrecoverable Advance (and accompanying interest) results in a reduction in the
Principal Distribution Amount for any distribution date, as contemplated by the
provisos to the prior sentence, then that reduction shall, to the fullest extent
permitted, be applied to the portion of the Principal Distribution Amount
attributable to the loan group that includes the related mortgage loan before
affecting the portion of the Principal Distribution Amount attributable to the
other loan group. Any additions to the Principal Distribution Amount for any
distribution date, as contemplated by the provisos to the first sentence of this
definition, will be allocated between the respective portions of the Principal
Distribution Amount allocable to the two loan groups to offset the earlier
corresponding reductions, generally in the reverse order in which the reductions
were made.

      The payment of Additional Trust Fund Expenses with respect to any mortgage
loan may result in a reduction of amounts allocable as principal of that
mortgage loan and, accordingly, a smaller Principal Distribution Amount.

      The Principal Distribution Amount will not include any payments or other
collections of principal on the Non-Trust Loans.

      "REALIZED LOSSES" mean losses arising from the inability to collect all
amounts due and owing under any defaulted mortgage loan, including by reason of
the fraud or bankruptcy of the borrower, modifications, bankruptcy or a casualty
of any nature at the related mortgaged real property, to the extent not covered
by insurance. The Realized Loss in respect of a liquidated mortgage loan (or
related REO Property) is an amount generally equal to the excess, if any, of (a)
the outstanding principal balance of such mortgage loan as of the date of
liquidation, together with (i) all accrued and unpaid interest thereon to but
not including the due date in the collection period in which the liquidation
occurred (exclusive of any Penalty Interest, Additional Interest, prepayment
premiums or yield maintenance charges in respect of such mortgage loan) and (ii)
related servicing expenses and servicing advances (together with interest
accrued thereon), and related Unliquidated Advances in respect of servicing
advances, in any event not reimbursed from collections on the subject mortgage
loan (or related REO Property), and any related due and unpaid servicing
compensation (including principal recovery fees) and any other related unpaid
Additional Trust Fund Expenses, over (b) the aggregate amount of liquidation
proceeds, if any, recovered in connection with such


                                      S-240



liquidation (net of any portion of such liquidation proceeds that is payable or
reimbursable in respect of the related liquidation and other servicing expenses
and, in the case of an A-Note Trust Mortgage Loan, net of any portion of such
liquidation proceeds payable to the holder of the related Non-Trust Loan. If any
portion of the debt due under a mortgage loan (other than Additional Interest
and Penalty Interest) is forgiven, whether in connection with a modification,
waiver or amendment granted or agreed to by the special servicer or in
connection with a bankruptcy or similar proceeding involving the related
borrower, the amount so forgiven also will be treated as a Realized Loss. Any
reimbursement of Advances determined to be nonrecoverable from collections on
the related mortgage loan (and interest on such Advances) that are made from
collections of principal that would otherwise be included in the Principal
Distribution Amount, will be Realized Losses.

      "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and
sections 860A through 860G of the Code.

      "REO PROPERTY" means any mortgaged real property that is acquired by the
trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding mortgage loan.

      "RESTRICTED GROUP" means, collectively--

      1.    the trustee;

      2.    the Exemption-Favored Parties;

      3.    us;

      4.    the master servicers;

      5.    the special servicer;

      6.    any sub-servicers;

      7.    the mortgage loan sellers;

      8.    the swap counterparty;

      9.    each borrower, if any, with respect to mortgage loans constituting
more than 5.0% of the total unamortized principal balance of the mortgage pool
as of the date of initial issuance of the offered certificates; and

      10.   any and all affiliates of any of the aforementioned persons.

      "RESTRICTED SERVICER REPORTS" means collectively, to the extent not filed
with the Securities and Exchange Commission, the CMSA servicer watchlist, the
CMSA operating statement analysis report, the CMSA NOI adjustment worksheet, the
CMSA financial file, the CMSA comparative financial status report and the CMSA
loan level reserve/LOC report.

      "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc.

      "SERVICING STANDARD" means, with respect to each master servicer or the
special servicer, the obligation to service and administer the mortgage loans
for which that party is responsible under the pooling and servicing agreement:

      o     in the same manner in which, and with the same care, skill, prudence
            and diligence with which, each master servicer or the special
            servicer, as the case may be, generally services and administers
            similar mortgage loans that either are part of other third-party
            portfolios, giving due consideration to customary and usual
            standards of practice of prudent institutional commercial mortgage
            loan servicers servicing mortgage loans for third parties, or are
            held as part of its own portfolio, whichever standard is higher;


                                      S-241



      o     with a view to (i) the timely recovery of all scheduled payments of
            principal and interest under the mortgage loans, (ii) in the case of
            the special servicer, if a mortgage loan comes into and continues in
            default, the maximization of the recovery on that mortgage loan to
            the certificateholders and, in the case of a Loan Combination, the
            holder of the related Non-Trust Loan, all taken as a collective
            whole, on a net present value basis (the relevant discounting of the
            anticipated collections to be performed at the related mortgage
            interest rate) and (iii) the best interests (as determined by each
            master servicer or special servicer, as applicable, in its
            reasonable judgment) of the holders of the certificates and the
            trust fund and, in the case of a Loan Combination, the holder of the
            related Non-Trust Loan, taking into account, to the extent
            consistent with the related Loan Combination Intercreditor
            Agreement, the subordinate nature of the related B-Note Non-Trust
            Loan; and

      o     without regard to--

            1.    any relationship that each master servicer or the special
                  servicer, as the case may be, or any of its affiliates may
                  have with any of the borrowers (or any affiliate thereof), us,
                  any mortgage loan seller or any other party to the
                  transaction;

            2.    the ownership of any certificate by each master servicer or
                  the special servicer, as the case may be, or by any of its
                  affiliates;

            3.    the obligation of each master servicer or the special
                  servicer, as the case may be, to make Advances;

            4.    the right of each master servicer or the special servicer, as
                  the case may be, to receive compensation or other fees for its
                  services rendered pursuant to the pooling and servicing
                  agreement;

            5.    the ownership, servicing or management by each master servicer
                  or the special servicer, as the case may be, or any of its
                  affiliates of any other loans or real properties not included
                  in or securing, as the case may be, the mortgage pool;

            6.    any obligation of each master servicer or any of its
                  affiliates to repurchase or substitute a mortgage loan as a
                  mortgage loan seller;

            7.    any obligation of each master servicer or any of its
                  affiliates to cure a breach of representation and warranty
                  with respect to any mortgage loan; and

            8.    any debt each master servicer or the special servicer, as the
                  case may be, or any of its affiliates, has extended to any of
                  the borrowers or any affiliate thereof.

      "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan
serviced under the pooling and servicing agreement, any of the following events:

      1.    the related borrower fails to make when due any monthly debt service
            payment, including a balloon payment, and the failure continues
            unremedied--

            (a)   except in the case of a balloon payment, for 60 days; or

            (b)   solely in the case of a delinquent balloon payment, for 60
                  days, so long as the related borrower (A) continues to make in
                  respect of each due date without omission, monthly payments
                  equivalent to the monthly payments previously due under the
                  mortgage loan prior to its maturity date, and (B) delivers a
                  refinancing commitment within 60 days after the related
                  maturity date, then for such period (not to exceed 120 days)
                  beyond the related maturity date ending on the date on which
                  it is determined that the refinancing could not reasonably be
                  expected to occur;


                                      S-242



      2.    the applicable master servicer or, with the consent of the
            controlling class representative, the special servicer determines in
            its reasonable judgment (exercised in accordance with the Servicing
            Standard) that a default in the making of a monthly debt service
            payment, including a balloon payment, is likely to occur and is
            likely to remain unremedied for at least 60 days;

      3.    the applicable master servicer or, with the consent of the
            controlling class representative, the special servicer determines in
            its reasonable judgment (exercised in accordance with the Servicing
            Standard) that a non-payment default (other than an Acceptable
            Insurance Default) has occurred under the mortgage loan that may
            materially impair the value of the corresponding mortgaged real
            property as security for the mortgage loan and the default continues
            unremedied beyond the applicable cure period under the terms of the
            mortgage loan or, if no cure period is specified, for 60 days,
            provided that a default that gives rise to an acceleration right
            without any cure period shall be deemed to have a cure period equal
            to zero;

      4.    various events of bankruptcy, insolvency, readjustment of debt,
            marshalling of assets and liabilities, or similar proceedings occur
            with respect to the related borrower or the corresponding mortgaged
            real property, or the related borrower takes various actions
            indicating its bankruptcy, insolvency or inability to pay its
            obligations; or

      5.    the applicable master servicer receives notice of the commencement
            of foreclosure or similar proceedings with respect to the
            corresponding mortgaged real property.

      A Servicing Transfer Event will cease to exist, if and when:

      o     with respect to the circumstances described in clause 1. of this
            definition, the related borrower makes three consecutive full and
            timely monthly debt service payments under the terms of the mortgage
            loan, as those terms may be changed or modified in connection with a
            bankruptcy or similar proceeding involving the related borrower or
            by reason of a modification, waiver or amendment granted or agreed
            to by the applicable master servicer or the special servicer;

      o     with respect to the circumstances described in clauses 2. and 4. of
            this definition, those circumstances cease to exist in the
            reasonable judgment of the special servicer (exercised in accordance
            with the Servicing Standard), but, with respect to any bankruptcy or
            insolvency proceedings contemplated by clause 4., no later than the
            entry of an order or decree dismissing the proceeding;

      o     with respect to the circumstances described in clause 3. of this
            definition, the default is cured in the judgment of the special
            servicer; and

      o     with respect to the circumstances described in clause 5. of this
            definition, the proceedings are terminated;

so long as at that time no other circumstance identified in clauses 1. through
5. of this definition continues to exist.

      If a Servicing Transfer Event exists with respect to the mortgage loan in
a Loan Combination that will be included in the trust or any other loan in the
related Loan Combination, it will also be considered to exist for each other
mortgage loan in the subject Loan Combination; provided that, if the holder of a
B-Note Non-Trust Loan prevents the occurrence of a Servicing Transfer Event with
respect to the related A-Note Trust Mortgage Loan through the exercise of cure
rights as set forth in the related Loan Combination Intercreditor Agreement,
then the existence of such Servicing Transfer Event with respect to that B-Note
Non-Trust Loan will not, in and of itself, result in the existence of a
Servicing Transfer Event with respect to the related A-Note Trust Mortgage Loan
or cause the servicing of the related Loan Combination to be transferred to the
special servicer, unless a separate Servicing Transfer Event has occurred with
respect thereto.


                                      S-243



      "STATED PRINCIPAL BALANCE" means, for each mortgage loan, an amount that:

      o     will initially equal its cut-off date principal balance (or, in the
            case of a replacement mortgage loan, its principal balance as of the
            date of substitution); and

      o     will be permanently reduced on each distribution date, to not less
            than zero, by--

            1.    all payments and other collections of principal, if any, with
                  respect to that mortgage loan that are included as part of the
                  Principal Distribution Amount for such distribution date
                  pursuant to clause (a), clause (b), clause (c) and/or clause
                  (d) of, and without regard to the provisos to, the definition
                  of "Principal Distribution Amount" in this glossary;

            2.    any amount of reduction in the outstanding principal balance
                  of any mortgage loan resulting from a deficient valuation that
                  occurred during the related collection period; and

            3.    any other related Realized Losses incurred during the related
                  collection period that represents a loss of principal with
                  respect to that mortgage loan.

      With respect to each mortgage loan relating to, and deemed to remain
outstanding with respect to, an REO Property, the "Stated Principal Balance"
will be an amount equal to the Stated Principal Balance of that mortgage loan as
of the date of the acquisition of the related REO Property, permanently reduced
on each subsequent distribution date, to not less than zero, by:

      o     all amounts, if any, collected with respect to the related REO
            Property that are allocable as principal of the subject mortgage
            loan and that are included as part of the Principal Distribution
            Amount for such distribution date pursuant to clause (a), clause
            (b), clause (c) and/or clause (d) of, and without regard to the
            provisos to, the definition of "Principal Distribution Amount" in
            this glossary; and

      o     any related Realized Loss incurred during the related collection
            period that represents a loss of principal with respect to the
            subject mortgage loan.

      o     "Unliquidated Advance" means, with respect to any mortgage loan, any
            Advance made by a party to the pooling and servicing agreement that:

      o     is not a Nonrecoverable Advance;

      o     has been reimbursed to the party that made the Advance as a
            Workout-Delayed Reimbursement Amount out of principal collections on
            other mortgage loans; and

      o     was originally made with respect to an item that has not been
            subsequently recovered out of collections on or proceeds of the
            subject mortgage loan or any related REO Property.

      "UNRESTRICTED SERVICER REPORTS" means collectively, the CMSA delinquent
loan status report, CMSA historical loan modification and corrected mortgage
loan report, CMSA REO status report, CMSA advance recovery report and, if and to
the extent filed with the Securities and Exchange Commission, such reports and
files as would, but for such filing, constitute Restricted Servicer Reports.

      "WEIGHTED AVERAGE NET MORTGAGE RATE" means, for any distribution date, the
weighted average of the applicable Net Mortgage Rates for all the mortgage
loans, weighted on the basis of their respective Stated Principal Balances
immediately following the preceding distribution date.

      "WORKOUT-DELAYED REIMBURSEMENT AMOUNT" means, with respect to any mortgage
loan that had been subject to special servicing and has subsequently been
returned to performing status (including as a result of a modification of its
terms), any Advance made with respect to that mortgage loan as of a date
coinciding with or, depending on the circumstances, shortly before the date on
which that mortgage loan stopped being specially serviced, together with
interest on that Advance, to the extent that (a) such Advance is not reimbursed
to the party


                                      S-244



that made it as of the date that the subject mortgage loan stopped being
specially serviced and (b) the amount of such Advance becomes an obligation of
the related borrower to pay such amount under the terms of the modified loan
documents.

      The following defined terms and descriptions of underwriting standards are
used in Annexes A-1 and A-2:

      (i)     References to "UW DSCR (x)" and "DSCR" are references to debt
service coverage ratios. 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 (that is, cash that remains after
average cost of non-capital expenses of operation, tenant improvements, leasing
commissions and replacement reserves during the term of the mortgage loan) 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.
The UW DSCR (x) for any mortgage loan is the ratio of "UW Net Cash Flow"
produced by the related mortgaged real property to the annualized amount of debt
service that will be payable under that mortgage loan commencing after the
origination date; provided, however, for purposes of calculating the UW DSCR (x)
provided in this prospectus supplement with respect to one hundred thirty-seven
(137) mortgage loans, representing approximately 34.7% of the initial mortgage
pool balance, where periodic payments are interest-only for a certain amount of
time after origination, after which period each mortgage loan amortizes
principal for its remaining term, the debt service used is the annualized amount
of debt service that will be payable under the mortgage loan commencing after
the amortization period begins; and provided, further, that for purposes of
calculating the UW DSCR(x) provided in this prospectus supplement with respect
to sixty-seven (67) mortgage loans, representing approximately 40.9% of the
initial mortgage pool balance, where periodic payments are interest-only up to
the related maturity date or, if applicable, the related anticipated repayment
date, the debt service used is the product of (a) the principal balance of the
subject mortgage loan as of the cut-off date and (b) the annual mortgage rate as
adjusted for the interest accrual method.

      As indicated in the footnotes to the table in the section captioned
"Summary of Prospectus Supplement--The Mortgage Loans and the Mortgaged Real
Properties--Additional Statistical Information," the debt service coverage ratio
for certain mortgage loans may have been calculated by taking into account a
holdback amount and/or a letter of credit taken subject to the financial
performance of the related mortgaged real property. Additionally, with respect
to certain other mortgage loans, the related debt service coverage ratio was
calculated by taking into account various assumptions regarding the financial
performance of the related mortgaged real property on a "stabilized" basis, and
for purposes of clarification, the debt service coverage ratio presented with
respect to the Palmilla Apartments mortgage loan was determined without regard
to the Palmilla Apartments Stabilization Fee. See "Description of the Mortgage
Pool--Terms and Conditions of the Mortgage Loans--Palmilla Apartments
Stabilization Fee." See Annex A-1 to this prospectus supplement for more
information regarding the debt service coverage ratios on the mortgage loans
referred to in the foregoing sentence.

      (ii)    The "UW Net Cash Flow" or "UW NCF ($)" for a mortgaged real
property is the "net cash flow" of such mortgaged real property as set forth in,
or determined by the applicable mortgage loan seller on the basis of, mortgaged
real property operating statements, generally unaudited, and certified rent
rolls (as applicable) supplied by the related borrower in the case of
multifamily, mixed use, retail, manufactured housing community, industrial, self
storage and office properties (each, a "Rental Property"). In general, the
mortgage loan sellers relied on either full-year operating statements, rolling
12-month operating statements and/or applicable year to-date financial
statements, if available, and on rent rolls for all Rental Properties that were
current as of a date not earlier than six months prior to the respective date of
origination in determining UW Net Cash Flow for the mortgaged real properties.

      In general, "net cash flow" is the revenue derived from the use and
operation of a mortgaged real property less operating expenses (such as
utilities, administrative expenses, repairs and maintenance, tenant improvement
costs, leasing commissions, management fees and advertising), fixed expenses
(such as insurance, real estate taxes and, if applicable, ground lease payments)
and replacement reserves and an allowance for vacancies and credit losses. Net
cash flow does not reflect interest expenses and non-cash items such as
depreciation and amortization, and generally does not reflect capital
expenditures.

      In determining the "revenue" component of UW Net Cash Flow for each Rental
Property, the applicable mortgage loan seller generally relied on the most
recent rent roll supplied and, where the actual vacancy shown thereon and the
market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue
from rents,


                                      S-245



except that in the case of certain non-multifamily properties, space occupied by
such anchor or single tenants or other large creditworthy tenants may have been
disregarded in performing the vacancy adjustment due to the length of the
related leases or creditworthiness of such tenants, in accordance with the
respective mortgage loan seller's underwriting standards. Where the actual or
market vacancy was not less than 5.0%, the applicable mortgage loan seller
determined revenue from rents by generally relying on the most recent rent roll
supplied and the greater of (a) actual historical vacancy at the related
mortgaged real property, (b) historical vacancy at comparable properties in the
same market as the related mortgaged real property, and (c) 5.0%. In determining
rental revenue for multifamily, self storage and manufactured housing community
properties, the mortgage loan sellers generally either reviewed rental revenue
shown on the certified rolling 12-month operating statements, the rolling
three-month operating statements for multifamily properties or annualized the
rental revenue and reimbursement of expenses shown on rent rolls or operating
statements with respect to the prior one to twelve month periods. For the other
Rental Properties, the mortgage loan sellers generally annualized rental revenue
shown on the most recent certified rent roll (as applicable), after applying the
vacancy factor, without further regard to the terms (including expiration dates)
of the leases shown thereon.

      In determining the "expense" component of UW Net Cash Flow for each
mortgaged real property, the mortgage loan sellers generally relied on rolling
12-month operating statements and/or full-year or year-to-date financial
statements supplied by the related borrower, except that (a) if tax or insurance
expense information more current than that reflected in the financial statements
was available, the newer information was used, (b) property management fees were
generally assumed to be 3.0% to 7.0% of effective gross revenue (except with
respect to single tenant properties, where fees as low as 2.0% of effective
gross receipts were assumed), (c) assumptions were made with respect to reserves
for leasing commissions, tenant improvement expenses and capital expenditures
and (d) expenses were assumed to include annual replacement reserves. In
addition, in some instances, the mortgage loan sellers recharacterized as
capital expenditures those items reported by borrowers as operating expenses
(thus increasing "net cash flow") where the mortgage loan sellers determined
appropriate.

      The borrowers' financial information used to determine UW Net Cash Flow
was in most cases borrower certified, but unaudited, and neither we nor the
mortgage loan sellers verified their accuracy.

      The UW Net Cash Flow for each mortgaged real property is calculated on the
basis of numerous assumptions and subjective judgments, which, if ultimately
proven erroneous, could cause the actual operating income for such mortgaged
real property to differ materially from the UW Net Cash Flow set forth herein.
Some assumptions and subjective judgments related to future events, conditions
and circumstances, including future expense levels, the re-leasing of occupied
space, which will be affected by a variety of complex factors over which none of
the issuing entity, the depositor, the mortgage loan sellers, the master
servicers, the special servicer, the trustee or the trustee have control. In
some cases, the UW Net Cash Flow for any mortgaged real property is higher, and
may be materially higher, than the actual annual net cash flow for that
mortgaged real property, based on historical operating statements. No guaranty
can be given with respect to the accuracy of the information provided by any
borrowers, or the adequacy of the procedures used by a mortgage loan seller in
determining and presenting operating information. See "Risk Factors--Risks
Relating to Underwritten Net Cash Flow" in this prospectus supplement.

      (iii)   References to "Cut-off Date LTV %" or "LTV Ratio" are references
to the ratio, expressed as a percentage, of the cut-off date principal balance
of a mortgage loan to the appraised value of the related mortgaged real property
as shown on the most recent third-party appraisal thereof available to the
mortgage loan sellers.

      As indicated in the footnotes to the table in the section captioned
"Summary of Prospectus Supplement--The Mortgage Loans and the Mortgaged Real
Properties--Additional Statistical Information," the loan-to-value ratio for
certain mortgage loans may have been calculated by taking into account a
holdback amount and/or a letter of credit that was taken subject to the
financial performance of the related mortgaged real property. Additionally, with
respect to certain other mortgage loans, the related loan-to-value ratio was
calculated by taking into account various assumptions regarding the financial
performance of the related mortgaged real property on a "stabilized" basis. See
Annex A-1 to this prospectus supplement for more information regarding the loan
to value ratios of the mortgage loans referred to in the preceding sentence.


                                      S-246



      (iv)    References to "Maturity LTV %," "Maturity Date LTV Ratio" or "ARD
LTV Ratio" are references to the ratio, expressed as a percentage, of the
expected balance of a balloon loan on its scheduled maturity date (or the ARD
Loans on their respective anticipated repayment dates) (prior to the payment of
any balloon payment or principal prepayments) to the appraised value of the
related mortgaged real property as shown on the most recent third-party
appraisal thereof available to the mortgage loan sellers prior to the cut-off
date.

      (v)     References to "Original Balance per Unit ($)" and "Cut-off Date
Balance per Unit ($)" are, for each mortgage loan secured by a lien on a
multifamily property (including a manufactured housing community) or hospitality
property, are references to the original principal balance and the cut-off date
principal balance of such mortgage loan, respectively, divided by the number of
dwelling units, pads, guest rooms or beds, respectively, that the related
mortgaged real property comprises, and, for each mortgage loan secured by a lien
on a retail, industrial/warehouse, self storage or office property, references
to the cut-off date principal balance of such mortgage loan, respectively,
divided by the net rentable square foot area of the related mortgaged real
property.

      (vi)    References to "Year Built" are references to the year that a
mortgaged real property was originally constructed or substantially renovated.
With respect to any mortgaged real property which was constructed in phases, the
"Year Built" refers to the year that the first phase was originally constructed.

      (vii)   References to "Admin. Fee %" for each mortgage loan represent the
sum of (a) the master servicing fee rate (excluding the primary servicing fee
rate) for such mortgage loan and (b) a specified percentage that may vary on a
loan-by-loan basis, which percentage represents the trust administration fee
rate, the primary servicer fee rate and, in some cases, a correspondent fee
rate. The administrative fee rate for each mortgage loan is set forth on Annex
A-1 to this prospectus supplement.

      (viii)  References to "Rem. Term" represent, with respect to each mortgage
loan, the number of months and/or payments remaining from the cut-off date to
the stated maturity date of such mortgage loan (or the remaining number of
months and/or payments to the anticipated repayment date of any mortgage loan if
it is an ARD Loans).

      (ix)    References to "Rem. Amort." represent, with respect to each
mortgage loan, the number of months and/or payments remaining from the later of
the cut-off date and the end of any interest-only period, if any, to the month
in which such mortgage loan would fully or substantially amortize in accordance
with such loan's amortization schedule without regard to any balloon payment, if
any, due on such mortgage loan.

      (x)     References to "LO ()" represent, with respect to each mortgage
loan, the period during which prepayments of principal are prohibited and no
substitution of defeasance collateral is permitted. The number indicated in the
parentheses indicates the number of monthly payment periods within such period
(calculated for each mortgage loan from the date of its origination). References
to "O ()" represent the period for which (a) no prepayment premium or yield
maintenance charge is assessed and (b) defeasance is no longer required.
References to "YM ()" represent the period for which a yield maintenance charge
is assessed. The periods, if any, between consecutive due dates occurring prior
to the maturity date or anticipated repayment date, as applicable, of a mortgage
loan during which the related borrower will have the right to prepay such
mortgage loan without being required to pay a prepayment premium or a yield
maintenance charge (each such period, an "Open Period") with respect to all of
the mortgage loans have been calculated as those Open Periods occurring
immediately prior to the maturity date or anticipated repayment date, as
applicable, of such mortgage loan as set forth in the related loan documents.

      (xi)    References to "Def ()" represent, with respect to each mortgage
loan, the period during which the related borrower, in lieu of a principal
prepayment, is permitted to pledge defeasance collateral to the holder of the
mortgage.

      (xii)   References to "Occupancy %" are, with respect to any mortgaged
real property, references as of the most recently available rent rolls to (a) in
the case of multifamily properties and manufactured housing communities, the
percentage of units rented, (b) in the case of office and retail properties, the
percentage of the net rentable square footage rented, and (c) in the case of
self storage facilities, either the percentage of the net rentable square
footage rented or the percentage of units rented (depending on borrower
reporting).


                                      S-247



      (xiii)  References to "Upfront Capex Reserve ($)" are references to funded
reserves escrowed for repairs, replacements and corrections of issues other than
those outlined in the engineering reports. In certain cases, the funded reserves
may also include reserves for ongoing repairs, replacements and corrections.

      (xiv)   References to "Upfront Engineering Reserve ($)" are references to
funded reserves escrowed for repairs, replacements and corrections of issues
outlined in the engineering reports.

      (xv)    References to "Monthly Capex Reserve ($)"are references to funded
reserves escrowed for ongoing items such as repairs and replacements. In certain
cases, however, the subject reserve will be subject to a maximum amount, and
once such maximum amount is reached, such reserve will not thereafter be funded,
except, in some such cases, to the extent it is drawn upon.

      (xvi)   References to "Upfront TI/LC Reserve ($)"are references to funded
reserves escrowed for tenant improvement allowances and leasing commissions. In
certain cases, however, the subject reserve will be subject to a maximum amount,
and once such maximum amount is reached, such reserve will not thereafter be
funded, except, in some such cases, to the extent it is drawn upon.

      (xvii)  References to "Monthly TI/LC Reserve ($)"are references to funded
reserves, in addition to any escrows funded at loan closing for potential
TI/LCs, that require funds to be escrowed during some or all of the loan term
for TI/LC expenses, which may be incurred during the loan term. In certain
instances, escrowed funds may be released to the borrower upon satisfaction of
certain leasing conditions.


                                      S-248

                                    ANNEX A-1

                  CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS


                                      A-1-1




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]



ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES



          LOAN
          GROUP
 LOAN #  1 OR 2  ORIGINATOR(1)                PROPERTY NAME                                      STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

   1        1    MLML          One Pacific Plaza                            7755, 7711, 7777, 7979, 7887 Center Avenue
   2        1    CRF           The Commons at Calabasas                     4710-4799 Commons Way
   3        1    MLML          10 Milk Street                               10 Milk Street
   4        1    MLML          Residence Inn Bethesda                       7335 Wisconsin Avenue
   5        1    PNC           Mervyn's Corporate Headquarters              22301 Foothill Boulevard
   6        2    MLML          Millbridge Apartments                        1341 Blackwood Clementon Road
   7        1    CRF           Renaissance III Retail                       3220-3370 East Flamingo Road
   8        1    MLML          Scottsdale Center                            503 North 46th Street
   9        1    MLML          Orlando Airport Industrial                   10300 Boggy Creek Road
   10       2    PNC           Broadstone Vista Ridge                       160 East Vista Ridge Mall Drive
   11       1    CRF           The Georgia-Alabama Retail Portfolio         Various
 11.01      1    CRF           Metro Atlanta Comm Prop 8115                 345 Pharr Road Northeast
 11.02      1    CRF           Atlanta Road Center                          1300 Atlanta Road
 11.03      1    CRF           Stone Mill Center                            5702 Highway 20
 11.04      1    CRF           Bouldercrest & 285                           2701 Bouldercrest Road
 11.05      1    CRF           South Peachtree Center                       4930 Peachtree Industrial Boulevard
 11.06      1    CRF           Arnold Mill Center                           514 Arnold Mill Road
 11.07      1    CRF           Skyview Center                               2626 Skyview Drive
 11.08      1    CRF           Six Flags Center                             1355 Blairs Bridge Road
 11.09      1    CRF           Sylvan Property                              890 Cleveland Road
 11.10      1    CRF           Flat Shoals Convenience Center               4430 Flat Shoals Road
 11.11      1    CRF           South Atlanta Center                         5231 Highway 85 South
 11.12      1    CRF           Mount Zion & Highway 138                     3441 Mount Zion Road
 11.13      1    CRF           Metro Atlanta Comm Prop 8159                 3155 Camp Creek Parkway
 11.14      1    CRF           Excell In 11                                 6180 Roswell Road
 11.15      1    CRF           Hall Creek Center                            5775 Phil Niekro Boulevard
 11.16      1    CRF           Annistown Center                             4196 Annistown Road
 11.17      1    CRF           Lenora Center                                4116 Lenora Church Road
 11.18      1    CRF           Burnt Hickory Center                         4095 Highway 78 (Bankhead)
 11.19      1    CRF           Elbert Center                                118 North Oliver Street
 11.20      1    CRF           Excell In 14                                 635 Lindbergh Drive
 11.21      1    CRF           Irwin Bridge Center                          1085 Irwin Bridge Road
 11.22      1    CRF           Highway 120 Center                           257 Buchanan Highway
 11.23      1    CRF           Wesley Chapel Center                         2650 Wesley Chapel Road
 11.24      1    CRF           Excell In 16                                 180 University Avenue
 11.25      1    CRF           Hill Street Center                           387 Hill Street Southeast
 11.26      1    CRF           Snapfinger Center                            5041 Snapfinger Woods Drive
 11.27      1    CRF           Excell In 05                                 5084 Old National Highway
 11.28      1    CRF           Killian Hill Center                          2100 Killian Hill Road
 11.29      1    CRF           Excell Out Town Properties                   2931 West Main Street
 11.30      1    CRF           Excell Out Town Properties                   1804 Ross Clark Circle
 11.31      1    CRF           Excell Out Town Properties                   1687 North Columbia Street
 11.32      1    CRF           Lakeridge Village Center                     1210 Highway 138
 11.33      1    CRF           Locust Grove Center                          3998 Highway 42
 11.34      1    CRF           Big A Center                                 5040 Highway 5
 11.35      1    CRF           Highway 369 Center                           3715 Browns Bridge Road
 11.36      1    CRF           Excell In 07                                 1570 Monroe Drive
 11.37      1    CRF           Excell In 10                                 2370 Delk Road
 11.38      1    CRF           Excell In 12                                 101 Hamilton E Holmes
 11.39      1    CRF           Excell In 15                                 405 Cobb Parkway
 11.40      1    CRF           Noah's Ark                                   1725 Noah's Ark Road
 11.41      1    CRF           Crystal Creek Center                         8279 Chicago Avenue
 11.42      1    CRF           North Georgia Comm Prop 0040                 104 South Highway 400
 11.43      1    CRF           North Georgia Comm Prop 0042                 325 Peachtree Parkway
 11.44      1    CRF           North Georgia Comm Prop 0039                 1490 Riverstone Parkway
 11.45      1    CRF           North Georgia Comm Prop 0022                 1005 Canton Highway
 11.46      1    CRF           Excell In 03                                 550 Barrett Parkway
 11.47      1    CRF           Excell In 04                                 3875 North Druid Hills Road
 11.48      1    CRF           Mount Vernon                                 3649 Mt. Vernon Road
 11.49      1    CRF           North Georgia Comm Prop 0029                 6741 Bells Ferry Road
 11.50      1    CRF           Excell Out Town Properties                   601 East Jackson Street
 11.51      1    CRF           Northwest Georgia Comm Prop 8769             6860 Battlefield Parkway
 11.52      1    CRF           Metro Atlanta Comm Prop 8165                 2145 Powers Ferry Road
 11.53      1    CRF           Excell In 09                                 507 Joseph E Lowery Boulevard
 11.54      1    CRF           Metro Atlanta Comm Prop 8102                 4308 North Peachtree Road
 11.55      1    CRF           Metro Atlanta Comm Prop 0518                 225 Clifton Street Southeast
 11.56      1    CRF           Northwest Georgia Comm Prop 8754             597 Turner McCall Boulevard
 11.57      1    CRF           Excell In 13                                 1161 Ponce De Leon
 11.58      1    CRF           Excell In 08                                 247 Moreland Avenue
 11.59      1    CRF           Jefferson Street Center                      2671 Jefferson Street
 11.60      1    CRF           Northwest Georgia Comm Prop 0058             2472 Highway 441 Northeast
 11.61      1    CRF           Northwest Georgia Comm Prop 0051             7865 Adairsville Highway
 11.62      1    CRF           Northwest Georgia Comm Prop 8785             800 North Main Street
   12       1    CRF           Kauai Village Retail Center                  4-831 Kuhio Highway
   13       1    CRF           Morehead Medical Plaza                       1025 Morehead Medical Drive
   14       2    MLML          Boca West                                    Various
  14.1      2    MLML          Savannah Place Apartments                    22352 Calibre Court
  14.2      2    MLML          Somerset Apartments                          5614 Wellesley Park Drive
   15       1    CRF           150 Bay Street                               150 Bay Street
                 PNC           AOH Portfolio Roll-up                        Various
   16       2    PNC           Oak Hollow Apartments                        7201 Wood Hollow Drive
   17       2    PNC           Meadow Creek Apartments                      6416 York Meadow
   18       2    PNC           Briar Creek Apartments                       1300 Wilcrest Drive
   19       1    CRF           Warwick Hotel Denver                         1776 Grant Street
   20       2    PNC           Walnut Ridge Apartments                      5757 South Staples Street
   21       1    CRF           Parkview Village                             4101-4113 North Bellflower Boulevard, 5463-
                                                                            5471 East Carson Street, 4112-4190,  4103-4195
                                                                            Viking Way, 5412-5422, 5423 Village Road
   22       1    MLML          Carlsbad Corporate Plaza                     6183-6185 Paseo Del Norte
   23       2    MLML          Sawgrass Apartments                          1640 Northwest 128th Drive
   24       2    Artesia       Palmilla Apartments                          5815, 5845 and 5855 Nuevo Leon Street; 5820,
                                                                            5825, 5835, 5850, 5860 and  5865 Palmilla Sreet;
                                                                            5830, 5840 and 5870 Barbosa Drive; 5920
                                                                            Palmilla  Street #11 and 12; 5925 Palmilla Street
                                                                            #3, 7, 8, 10 and 11; 5945 Palmilla  Street
                                                                            #7; 5915 Nuevo Leon Street #1, 4, 9, 10, 12
   25       1    PNC           Cingular Wireless - Farmers Branch           1801 Valley View Lane
   26       1    Artesia       5805 Sepulveda Boulevard                     5805 Sepulveda Boulevard
   27       1    CRF           Lincoln Center West (Santa Monica)           1315 and 1323 Lincoln Boulevard
   28       1    Artesia       Orchard Plaza I-IV                           8745-8775 East Orchard Road
   29       2    CRF           Reserve Lofts                                409 West Olympic Boulevard
   30       2    CRF           Willow Springs Apartments                    4227 North 27th Avenue
   31       2    CRF           Village Commons - Corinthian College         2075 Venture Drive
   32       1    MLML          Morehouse Portfolio                          Various
  32.1      1    MLML          3625 Cincinnati                              3625 Cincinnati Avenue
  32.2      1    MLML          Granite Drive Retail                         4500 Granite Drive
  32.3      1    MLML          Johnson Controls                             1320 Goodyear Drive
  32.4      1    MLML          Tulsa Business Park                          11626 East 51st Street
  32.5      1    MLML          Broken Arrow Business Park                   2101 North Beech Avenue
   33       1    CRF           Rainbow Sunset Pavilion                      6315 - 6485 South Rainbow Boulevard
   34       1    Artesia       Valley View Business Center Phase II         6280 South Valley View Boulevard
   35       1    MLML          Norcross Industrial Portfolio                Various
  35.1      1    MLML          Corporate Campus at the Meadows              6455 Shiloh Road
  35.2      1    MLML          DHL Industrial Park                          955 Norcross Industrial Court
  35.3      1    MLML          Colony Center                                2990 Gateway Drive
   36       1    CRF           American Home Furnishings                    1944 South Greenfield Road & 4210 East
                                                                            Baseline Road
   37       1    MLML          Rocksprings Plaza                            7175 West Lake Mead Boulevard
   38       1    CRF           Shamrock Village                             7723-7851 Amador Valley Boulevard
   39       1    CRF           HCP Tranche I                                Various
  39.1      1    CRF           Keller                                       601 South Main Street
  39.2      1    CRF           Wright                                       1222 South Patterson Boulevard
  39.3      1    CRF           Wylie                                        600 Cooper Drive
   40       1    CRF           Brea Imperial Center                         311, 351 & 391 South State College Boulevard and 1130 &
                                                                            1160 East Imperial Highway
   41       1    PNC           Bristol Warner Village                       1130 - 1200 W. Warner Avenue
   42       1    Artesia       Adidas Spartanburg                           5675 North Blackstock Road
   43       2    CRF           Mallard Pointe                               802 45th Street NE
   44       1    CRF           Stonebriar Common Office # 1,3,6,7           1125 Legacy Drive
   45       1    CRF           5 Points Plaza                               18541-18645 Beach Boulevard
   46       2    PNC           The Villas of Waterford                      8510 East 29th Street North
   47       1    Artesia       Walnut Creek MOB                             355 & 365 Lennon Lane
   48       1    MLML          One Turnberry Place                          19495 Biscayne Boulevard
   49       1    CRF           Mirbeau Inn and Spa                          851 West Genesee Street and 834 West
                                                                            Genesee Street
   50       2    CRF           Evergreen Apartments - Las Vegas             5400 Cheyenne Avenue
   51       1    Artesia       City Furniture                               1080 West Sunset Road
   52       1    MLML          Gristmill Village                            7436-7596 Fedle Drive & 7529-7595 Crile Road
   53       1    MLML          4000 Venture Drive                           4000 Venture Drive
   54       2    MLML          Verano Terrace Apartments                    25445 Sunnymead Boulevard
   55       1    CRF           Meridian Tower                               201 West 103rd Street
   56       2    CRF           Meadow Manor MHC                             49 Blanca Lane
   57       1    CRF           Homewood Suites Gainesville                  3333 Southwest 42nd Street
   58       2    CRF           870 Hilgard Apartments                       870 Hilgard Avenue
   59       1    Artesia       Waterford Park Plaza                         10100, 10160 & 10200 6th Avenue North
   60       2    PNC           Hollister Place Apartments                   6565 Hollister Road
   61       1    PNC           Market Square - Lakeland                     3105-3195 Highway 98 North
   62       1    PNC           Alamo Towers                                 901 NE Loop 410
   63       1    Artesia       Adelanto Marketplace                         14136-14200 US Highway 395 and
                                                                            11994 &  12098 Palmdale Road
   64       2    CRF           Lakes at Stone Mountain                      5100 West Mountain Street
   65       1    CRF           Lewis Portfolio                              Various
  65.1      1    CRF           Westminster Professional Center              532 Baltimore Boulevard
  65.2      1    CRF           Woodbridge Station                           1319 Woodbridge Station Way
  65.3      1    CRF           Littlestown Village Apartments               110-164 Roberta Jean Street
  65.4      1    CRF           Fountain Green Plaza                         1301 East Churchville Road
  65.5      1    CRF           The Old Fire House                           66 East Main Street
  65.6      1    CRF           Rikirs Plaza                                 1709 Reisterstown Road
  65.7      1    CRF           Shrewsbury Plaza                             526 South Main Street
  65.8      1    CRF           St. Gregory Center                           4051 North Point Boulevard
   66       1    CRF           S8 Portfolio                                 Various
  66.1      1    CRF           S8 Portfolio - Jackson                       750 South Highway 89
  66.2      1    CRF           S8 Portfolio - Cody                          730 Yellowstone Road
  66.3      1    CRF           S8 Portfolio - Coeur d'Alene                 505 West Appleway Avenue
   67       1    Artesia       Alliance Data Systems                        2000 US Highway 287 Bypass
   68       2    PNC           Willow Brooke Apartments                     14419 Hellenic Drive
   69       1    Artesia       Faber Place                                  2500 Faber Place
   70       2    MLML          Westdale Court Apartments                    2155 Westdale Drive Southwest
   71       1    PNC           Best Buy Shopping Center                     7400 Brookpark Road
   72       1    CRF           Sunrise City Plaza                           2797 South Maryland Parkway
   73       1    CRF           Centennial Marketplace                       14148-14150 North 100th Street
   74       1    PNC           #20 Oak Hollow Office Building               20 Oak Hollow Street
   75       1    CRF           Black Canyon Industrial                      18008A & 18008B North Black Canyon Highway
   76       1    PNC           Hamilton Avenue                              20221 Hamilton Avenue
   77       2    PNC           Westminster Chase Apartments                 6910-6911 Interbay Boulevard
   78       1    CRF           Silgan Containers                            1191 Lake Avenue
   79       1    CRF           Guardian Storage OF & WP                     Various
  79.1      1    CRF           Guardian Storage WP                          1599 Washington Pike
  79.2      1    CRF           Guardian Storage OF                          1390 Old Freeport Road
   80       1    CRF           Hilton Garden Inn - Elmira                   35 Arnot Road
   81       1    MLML          Encino Sunrise                               16200 Ventura Boulevard
   82       1    PNC           Brittmoore Industrial Park                   2121 Brittmoore Road
   83       1    PNC           Cedar Glade Apartments                       9713 East 75th Street
   84       1    CRF           Sun City West Plaza                          13940 West Meeker Boulevard
   85       1    Artesia       Bradford Plaza Shopping Center               501-721 North Main Street and 205-207
                                                                            East McElroy Road
   86       1    CRF           Hostess Building                             210 14th Street
   87       1    MLML          Sierra Crest Center                          27125-27127 Sierra Highway
   88       1    Artesia       Riverstone at Vision Park                    111 Vision Park Boulevard
   89       1    CRF           9835 Goethe Drive                            9835 Goethe Road
   90       1    PNC           Town & Country Shopping Center               2601 North Kansas Expressay
   91       2    MLML          Monarch Terrace Apartments                   23215 Ironwood Avenue
   92       2    MLML          Schooner Cove Apartments                     5050 Schooner Cove Boulevard
   93       1    CRF           AmeriSuites (Hyatt Place)                    200 Airgate Drive
                               Hotel Raleigh Durham
   94       1    CRF           Demag Industrial                             11792 Alameda Drive
   95       1    CRF           American Self Storage                        330 Tompkins Avenue
   96       1    Artesia       Gateway Medical Plaza                        1860 Pennsylvania Avenue
   97       2    CRF           Southern Cove Apartments                     1700 East Viking Road
   98       1    MLML          Del Amo                                      3565 Del Amo Boulevard
   99       1    CRF           Vineyard Plaza                               1821-1881 East 4th Street
  100       1    CRF           Radisson Fee Interest                        3600 North Second Avenue
  101       2    CRF           Hillwood Apartments                          1 Gatsby Drive
  102       1    PNC           Courtyard by Marriott -                      600 Airport Road
                               Medford Courtyard
  103       1    MLML          Capistrano Collection                        27184 Ortega Highway
  104       1    CRF           Rekucki Portfolio                            Various
 104.1      1    CRF           1772 Self Storage                            1772 Route 9
 104.2      1    CRF           Clifton Park Self Storage                    261 Ushers Road
 104.3      1    CRF           1581 Route 9                                 1581 Route 9
 104.4      1    CRF           257 Ushers Road                              257 Ushers Road
 104.5      1    CRF           6 Executive Park Drive                       6 Executive Park Drive
  105       1    PNC           Montgomery Trace Shopping Center             821-873 Eva Street
  106       1    PNC           Villa La Jolla Building                      8939 Villa La Jolla
  107       1    PNC           Potsdam Plaza                                201 Market Street
  108       1    MLML          600 Bicentennial Way                         600 Bicentennial Way
  109       1    CRF           Cypress Station Shopping Center              211- 235 FM Road 1960 West
  110       1    CRF           Walgreens - South Gate, CA                   9830 Long Beach Boulevard
  111       1    CRF           Serrano Marketplace                          3801-3833 6th Street
  112       2    MLML          Jennifer Meadows                             4800 Raleigh LaGrange Road
  113       1    PNC           Hilton Garden Inn - Eagan                    1975 Rahncliff Court
  114       1    CRF           Sienna Gardens                               1701 Park Center Drive
  115       1    CRF           III United Plaza                             8545 United Plaza Boulevard
  116       1    CRF           Country Club Village                         1143 Country Club Drive
  117       1    MLML          Northbrook Business Park                     140 Heimer Road
  118       1    CRF           Rite Hite Holding Company                    8900 North Arbon Drive
  119       1    CRF           Cooper Point Village Retail                  305 & 315 Cooper Point Road
  120       1    CRF           Heinz Distribution Center                    5005 C Street Southwest
  121       2    CRF           Eastmark at Wolfpen Apart                    2400 Central Park Lane
  122       1    PNC           31225 La Baya Drive                          31225 La Baya Drive
  123       1    Artesia       Kent Central Commerce Center                 1000-1012; 1020-1034 and 1036 South Central
                                                                            Avenue and  8316-8330 South 259th Street
  124       1    MLML          Lompoc Retail                                640-738 North H Street
  125       1    MLML          Santa Fe Art Colony                          2345, 2349, 2401, 2421, 2415 South
                                                                            Santa Fe Avenue
  126       1    PNC           Pacific Beach Building                       909-919 Garnet Avenue
  127       1    CRF           El Dorado Plaza                              1602-1802 North Imperial Avenue
  128       1    MLML          Hemet Mountain View Plaza                    43372-43430 East Florida Avenue
  129       1    CRF           Briar Hills Office Building                  1011 Highway 6 South
  130       2    CRF           Willow Green                                 2500 West Mount Houston Road
  131       1    MLML          4220 Von Karman                              4220 Von Karman Avenue
  132       1    CRF           Hampton Inn Loveland                         5500 Stone Creek Circle
  133       1    PNC           Comfort Inn - Lithia Springs                 850 Crestmark Drive
  134       1    MLML          McKinley Town Center                         401 East Liberty Street
  135       1    Artesia       Aero Building                                4025 Camino Del Rio South
  136       1    Artesia       Plaza on Main Street                         15550 Main Street
  137       1    PNC           BlackHawk Corporate Center II                3050 W. Agua Fria Freeway
  138       1    CRF           Santa Monica Main Street and                 Various
                               Burbank Properties
 138.1      1    CRF           Burbank                                      142-150 North San Fernando Road and
                                                                            212 East Orange Grove Avenue
 138.2      1    CRF           Santa Monica Main Street                     2708, 2712 & 2801 Main Street
  139       1    CRF           Walgreens - Sunset & Western                 5451 West Sunset Boulevard
  140       2    CRF           Ridgewood Apartments - Las Vegas             3355 South Arville Street
  141       1    PNC           Buffalo Business Center                      2451 South Buffalo Drive
  142       1    Artesia       River Park                                   4012 South River Road
  143       2    MLML          Eastbrooke Apartments                        11894 East 13 Mile Road
  144       1    CRF           Walgreens - Aurora IL                        1180 North Farnsworth Avenue
  145       2    MLML          Tall Grass Apartments                        1209 West Battlefield
  146       1    MLML          Chimney Corners                              1051 Long Ridge Road
  147       1    MLML          Springhill Suites - Katy                     2501 Texmati Drive
  148       1    CRF           Santee Alley                                 1152, 1154, 1156 Santee Street
  149       1    Artesia       Cross Pointe Center                          1441 & 1453 North Saginaw Boulevard
  150       1    CRF           Shaw Blackstone Center                       5048-5060 North Blackstone Avenue
  151       1    PNC           Dollar Self Storage Corona                   205 North Lincoln Avenue
  152       1    Artesia       GSA Office Pool                              Various
 152.1      1    Artesia       GSA - Lakewood, CO                           12305 West Dakota Avenue
 152.2      1    Artesia       GSA - Moore, OK                              200 Northeast 27th Street
 152.3      1    Artesia       GSA - Lawton, OK                             1610 Southwest Lee Boulevard
  153       2    CRF           Murphy - Autumn Hills Apartments             4483 Flat Shoals Road
  154       2    CRF           Murphy - Park Bridge Apartments              4694 Cowan Road
  155       2    CRF           Murphy - Sandpiper Apartments                400 Sandpiper Lane
  156       1    CRF           Expo Center                                  3801 Lakeview Parkway
  157       1    Artesia       Academy Sports                               100 Peachwood Centre Drive
  158       1    PNC           35-37 Inverness                              35-37 Inverness Drive East
  159       1    Artesia       Manayunk Retail                              3720-40 Main Street
                 PNC           Lakewood Roll-up                             Various
  160       1    PNC           Lakewood Business Center I                   2632-2642 NE Hagan Road
  161       1    PNC           Lakewood Business Center II                  2650 NE Hagan Road
  162       1    Artesia       Solano Diagnostic Imaging                    1101 B. Gale Wilson Boulevard
  163       1    Artesia       Vaca Valley Health Plaza                     1010 Nut Tree Road
  164       1    Artesia       South Point Pavilion                         1479 & 1481-1503 Highway 20 West
  165       1    PNC           Best Western Rochester Marketplace Inn       940 Jefferson Road
  166       1    MLML          438 First Street                             438 First Street
  167       2    PNC           Holmdel Pointe Apartments                    36 Center Street
  168       1    CRF           Rouses Market Place Shopping Center          3441 East Causeway Approach
  169       1    Artesia       Tangent Business Park                        32140 Old Highway 34, 32141 Mallard
                                                                            and 33414 Eagle Drive
  170       2    Artesia       Cedar Springs Apartments                     4835 North Cedar Avenue
  171       1    CRF           Greenville Village MHP                       6509 Greenville Loop Road
  172       2    MLML          Ashton Lake Apartments                       2610 Marfitt Road
  173       1    CRF           Harding Plaza                                1801-1891 North Federal Highway
  174       1    PNC           Four Cities Properties Portfolio             Various
 174.1      1    PNC           16th Avenue Self Storage                     1550 16th Avenue Southwest
 174.2      1    PNC           University Self Storage                      2504 Holiday Road
 174.3      1    PNC           Meadow View Apartments                       1200,1220,1240,1260,1350 & 1360
                                                                            Meadowview Drive
 174.4      1    PNC           Waterloo Extra Space                         1923 East Mitchell Avenue
  175       2    CRF           Dauphine Apartments                          2515 West Frierson Avenue
  176       1    CRF           Mountain Vista Plaza                         3961 East Lohman Avenue
  177       1    MLML          Downey Medical                               10800 Paramount Boulevard
  178       1    MLML          Radisson Indianapolis Airport                2500 South High School Road
  179       2    PNC           Columbia Court & Frazee Avenue               624,656,670 Frazee and 818,903,907,915,
                               Apartments Apartments                        921,929,935 Thurstin Avenue
  180       1    Artesia       Summit North                                 2214, 2220 and 2230 Mall Drive East
  181       2    CRF           Apple Valley Apartments                      9552 Apple Valley Drive
  182       1    MLML          Old Glory                                    85 5th Avenue
  183       1    CRF           Comfort Suites SouthHaven                    7075 Moore Drive
  184       2    PNC           Shadow Wood Apartments                       1001 McKeen Place
  185       1    CRF           Krauss Maffei Industrial                     7095 Industrial Road
  186       1    Artesia       MKS Instruments                              5330 & 5360 Sterling Drive
  187       1    Artesia       Langhorne Road                               2215 Langhorne Road
  188       1    CRF           Mesa Ridge                                   6725 Mesa Ridge Road
  189       2    PNC           Savannah House of Norman                     2500 Meadowood Boulevard
  190       1    MLML          Maple Plain Industrial                       5130 Industrial Street & 1350 Budd Avenue
  191       1    Artesia       Westbury Financial Park Building             7 Arley Way
  192       1    MLML          935 River Road                               935 River Road
  193       1    MLML          Huffines Building                            8200 Douglas Avenue
  194       2    PNC           Enterprise Square Apartments                 506, 514, 524 North Enterprise and 422
                                                                            East Merry Street
  195       1    PNC           Shops at Enon Springs                        496-538 Enon Springs Road East
  196       1    Artesia       Fresenius Medical Pool                       Various
 196.1      1    Artesia       Laredo Medical                               5501 Springfield Avenue
 196.2      1    Artesia       Houston Medical                              8340 Coffee Street
 196.3      1    Artesia       Ripley Medical                               1000 New Stone Ridge Road
  197       1    PNC           New Sunshine Tech Center                     3534 East Sunshine Street
  198       1    MLML          Pocono Green Plaza                           10409 Midlothian Turnpike
  199       1    Artesia       Time Warner Telecom                          14200 East Jewell Avenue
  200       1    MLML          517 & 523 S. Cascade Ave.                    517 & 523 South Cascade Avenue
                               (Trolley Buildings)
  201       1    CRF           Hampton Inn Livermore                        2850 Constitution Drive
  202       2    MLML          New Castle Apartments                        5700 Roper Street
  203       1    Artesia       Berkshire Plaza                              1427 South Broadway Street and 5-41
                                                                            West 15th Street
  204       1    CRF           Milpitas Retail                              301- 333 South Abbott Avenue
  205       2    CRF           222 S Tower Drive Apartments                 222-228 South Tower Drive
  206       1    PNC           Mariner Plaza                                17644 Coastal Highway
  207       1    CRF           Fruitville Crossing Shopping Center          1950 - 1966 Fruitville Pike
  208       1    MLML          Encore Office                                14055 Seaway Road
  209       2    CRF           The Lakes Apartments                         1001 East Redbud Avenue
  210       2    Artesia       Autumn Woods Apartments                      1301 & 1305 15th Street Northeast
  211       1    PNC           ONeal Steel - Indianapolis                   9990 East 56th Street
  212       1    MLML          197 Eighth Street                            197 Eighth Street
  213       1    CRF           3300 Pennsy Drive                            3300 Pennsy Drive
  214       1    MLML          Inverrary Plaza West                         7301-7329 West Oakland Park Boulevard
  215       1    Artesia       Kinetics Building                            26055 & 26159 Southwest Canyon Creek Road
  216       1    PNC           Hampton Inn & Suites                         1535 West McClain Avenue
  217       1    CRF           Guthrie Medical Center                       31 Arnot Road
  218       1    Artesia       Anchor Motor Inn - Bayside, NY               215-34 Northern Boulevard
  219       1    MLML          4800 Olson Memorial Park                     4800 Olson Memorial Highway
  220       1    MLML          Southpark Shopping Center                    101-215 West County Line Road
  221       1    Artesia       Estrella Town Center                         7710 West Lower Buckeye Road
  222       1    Artesia       Splitrock Square                             304, 306, 308, 314, 316 & 318 South
                                                                            Splitrock Boulevard
  223       1    PNC           Super Center Plaza                           2725 North Kansas Expressway
  224       1    PNC           Quail Creek Plaza                            1440 West Republic Road
  225       1    PNC           8680 Miralani Drive                          8680 Miralani Drive
  226       1    CRF           Holiday Inn Express Vicksburg                4330 South Frontage Road
  227       1    Artesia       Buckley Plaza                                4321-4335 and 4343 South Buckley Road
  228       1    CRF           Land Oak Office                              10241 & 10307-10341 Kingston Pike
  229       1    MLML          Palmdale Self Storage                        3305 East Palmdale Boulevard
  230       1    Artesia       Wildwood Dental Clinic                       1617 183rd Street Southeast
  231       1    CRF           Vine Village Retail                          1201 Winter Garden Vineland Road
  232       1    CRF           East Sunrise Retail - Sayville               5640 Sunrise Highway
  233       1    PNC           McCormick Place - Prescott                   325 W. Gurley Street
  234       1    CRF           Esplanade                                    35 - 325 Date Palm Drive
  235       2    CRF           JoPa Mobile Home Community                   2006 Prater Way
  236       1    CRF           Staples Mill Business Center                 8201-8261 Hermitage Road
  237       1    CRF           Fairfield Inn Pearl                          407 Riverwind Drive
  238       2    CRF           Pasadena Los Robles Apts                     157 South Los Robles Avenue
  239       1    CRF           Somerset Meadows                             5655 Blue Ridge Avenue
  240       1    PNC           Power Road Plaza                             801 South Power Road
  241       1    CRF           Hanson's Corner - Hutto, TX                  560 US Highway 79
  242       2    CRF           Waterside Apartments - Ron Glas              3640 49th Avenue North
  243       1    MLML          Citibank Retail Condo                        1515 Locust Street
  244       2    CRF           Cloverdale Apartments2                       364 South Cloverdale Avenue
  245       2    Artesia       Oaks and Silver Oaks Apartments              Various
 245.1      2    Artesia       The Oaks Apartments                          4301 West Okmulgee Street
 245.2      2    Artesia       Silver Oaks Apartments                       4315 West Okmulgee Street
  246       1    Artesia       Emerson Plaza Phase I                        4040 South Orchard Street
  247       1    PNC           1001 Pacific Building                        1001 Pacific Avenue
  248       2    CRF           Johnson City Apartments                      3000, 3002, 3006, 3008 South Road Street
  249       1    CRF           Bristol Palms                                2600 South Bristol Street
  250       1    MLML          CVS - Philadelphia South 70th Street         3101 South 70th Street
  251       1    CRF           3433 Connecticut Avenue                      3433-3435 Connecticut Avenue Northwest
  252       1    CRF           Lomita Plaza                                 1210-1250 Lomita Boulevard
  253       1    CRF           Highland Oaks Apartments & Mall              Various
 253.1      1    CRF           Highland Oaks Apartments                     501-516 & 518, 520, 522, 524, 526, 528, 530, 532,
                                                                            and 534 Jamy Lane
 253.2      1    CRF           Highland Oaks Mall                           975 Tech Drive
  254       2    CRF           Windsor Place Townhomes                      2 Windsor Drive
  255       1    CRF           Comfort Suites Monroe                        1401 Martin Luther King Jr. Drive
  256       1    CRF           UCLA Medical Office                          1035-1045 Gayley Avenue
  257       1    CRF           Trane Warehouse                              12732 Oak Lake Court
  258       1    CRF           Retreat Village Shopping Center              200 Retreat Road
  259       2    CRF           Webster Court Apartments                     400 Mars Street
  260       2    PNC           Lakewood Gardens                             3272 S. Lakewood Avenue
  261       2    CRF           Bestland Independent Living                  606 East Best Avenue
  262       2    CRF           4750 Sepulveda                               4750 Sepulveda Boulevard
  263       1    PNC           Eckerd Plaza - Niagara Street                11 and 47 Niagra Street/20 Main Street
  264       1    CRF           Marks Street Retail                          410 Marks Street
  265       2    CRF           Kittridge Street Apartments                  11820 Kittridge Street
  266       1    PNC           Rite Aid - Yuba City                         1590 Butte House Road
  267       1    CRF           Comfort Inn Bossier                          1100 Delhi Avenue
  268       1    Artesia       Econo Lodge - Brunswick, GA                  630 Perry Lane Road
  269       1    MLML          1227 West Liberty Street                     1227 West Liberty Street
  270       1    Artesia       Oak Mountain Lodge                           1902 Highway 31 South
  271       1    Artesia       Sleep Inn - Greenville, SC                   231 North Pleasantburg Drive
  272       1    PNC           Latta Road Plaza                             4419-4433 Dewey Ave.
  273       2    PNC           Laurel Apartments                            321 West Laurel
  274       2    CRF           Hull Student Housing                         1416-1428 Haslett Road and 1127 North Hagadorn
  275       1    Artesia       Albertson's Retail Center -                  2331 South Avenue B
                               Yuma, AZ Pad Lease
  276       2    PNC           Gulf Royale Apartments                       1320 31st Street North
  277       1    CRF           Mountain View Retail Center                  28014-28030 Seco Canyon Road
  278       1    Artesia       Division Street Centre                       2801 & 2815 Division Street
  279       1    CRF           Regal Storage                                1053 FM 2004 Road
  280       1    CRF           Hampton Inn Monroe                           1407 Martin Luther King Jr. Drive
  281       1    Artesia       Sunridge Village                             10880 South Eastern Avenue
  282       1    CRF           Beverly Blvd. Retail Center                  2900 West Beverly Boulevard
  283       1    MLML          Rite Aid - Ground Lease                      115 Leader Heights Road
  284       1    Artesia       Cypress Shopping Center                      2300 Airline Drive
  285       2    MLML          Cypress Village Apartments                   5057 West 4th Street
  286       1    CRF           Watson Lake Center                           2594 Loganville Highway
  287       2    CRF           French Quarter Apartments                    6400 North Armenia Avenue
  288       1    CRF           CVS - Fort Washington, MD                    8261 Oxon Hill Road
  289       1    CRF           HGH Properties                               1829-1915 North Orange Avenue
  290       1    MLML          Moss Plaza                                   9892 Bustleton Avenue
  291       1    PNC           24 Hour Self Storage                         7302 Senate Avenue
  292       1    MLML          Eastern Heights Plaza                        7582 Currell Boulevard
  293       2    CRF           Roosevelt Townhomes                          12545 Roosevelt Way Northeast
  294       1    CRF           Long Beach Two Tenant Retail                 5094 East Los Coyotes Diagonal
  295       1    PNC           Dexxon Digital Storage                       7611 Green Meadows Drive
  296       1    CRF           CVS - Frederick, MD                          8032 Liberty Road
  297       1    CRF           Greenspring Valley Office Center             9505 Reisterstown Road
  298       2    CRF           Oxnard Apartments                            14023-14027 Oxnard Street
  299       1    Artesia       Aspen Station Shoppes                        3665 Old Milton Parkway
  300       1    CRF           Bradenton Self Storage                       5305 Manatee Avenue West
  301       1    MLML          Rite-Aid Frostburg                           101 Bishop Murphy Drive
  302       1    MLML          Village at Parker I                          10530 & 10550 South Progress Way
  303       1    CRF           Spencer Village Shopping Center              3631 Spencer Highway
  304       1    CRF           GSA Chicago Heights                          104 South Halsted Street
  305       1    CRF           1219 E. Debbie Lane                          1219 East Debbie Lane
  306       1    CRF           La Quinta Pearl                              501 South Pearson Road
  307       1    CRF           Spencer Highway Shopping Center              8740 Spencer Highway
  308       2    CRF           Woodlands Apts Warner Robbins                319 Bradly Drive
  309       1    CRF           Candlestick Park MHP                         165 Lattintown Road
  310       1    CRF           Braes North Shopping Center                  9150 Chimney Rock
  311       1    CRF           Yakima Office Building                       1240 Ahtanum Ridge Business Park
  312       1    Artesia       Park Central Crossing                        8565 Memorial Boulevard
  313       1    CRF           Melissa Shopping Center                      2028 State Highway 121
  314       1    PNC           Marketplace on Grove  - PFF Bank             2280 South Grove Avenue
  315       2    PNC           Peachtree Garden Apartments                  1000 North Mustang Road
  316       1    CRF           EDC Building                                 4650-4670 Churchill Street
  317       2    CRF           Shadow Park Apartments                       3401 12th Avenue
  318       1    PNC           Marketplace on Grove  - McDonalds            1170 East Philadelphia Street
  319       1    PNC           Marketplace at Grove  - Panda Express        1160 East Philadelphia Street
  320       1    CRF           Neighborhood Storage                         3720 South 900 East
  321       1    PNC           Marketplace on Grove - El Pollo Loco         1180 East Philadelphia Street
  322       1    Artesia       GSA Building - El Dorado, AR                 2600 West Hillsboro Street
  323       1    CRF           Buffalo Wild Wings                           475 North Houk Road
  324       1    CRF           Garden Center                                3023 Cypress Gardens Road
  325       1    CRF           Starbucks-Chipotle                           1390 South Cooper Street
  326       2    CRF           Debbie Manor                                 13412 Vanowen Street


                                                                  NUMBER OF         PROPERTY                PROPERTY
 LOAN #        CITY         STATE     ZIP CODE       COUNTY       PROPERTIES          TYPE                  SUBTYPE
-----------------------------------------------------------------------------------------------------------------------------

   1     Huntington Beach     CA       92647     Orange              1        Office                CBD
   2     Calabasas            CA       91302     Los Angeles         1        Retail                Anchored
   3     Boston               MA       02108     Suffolk             1        Office                CBD
   4     Bethesda             MD       20814     Montgomery          1        Hospitality           Full Service
   5     Hayward              CA       94541     Alameda             1        Office                Single Tenant
   6     Clementon            NJ       08021     Camden              1        Multifamily           Garden
   7     Las Vegas            NV       89121     Clark               1        Retail                Anchored
   8     Rogers               AR       72756     Benton              1        Retail                Anchored
   9     Orlando              FL       32824     Orange              1        Industrial            Warehouse
   10    Lewisville           TX       75067     Denton              1        Multifamily           Garden
   11    Various           Various    Various    Various            62        Retail                Convenience Store
 11.01   Atlanta              GA       30305     Fulton              1        Retail                Convenience Store
 11.02   Marietta             GA       30060     Cobb                1        Retail                Convenience Store
 11.03   Cartersville         GA       30121     Bartow              1        Retail                Convenience Store
 11.04   Atlanta              GA       30316     Dekalb              1        Retail                Convenience Store
 11.05   Norcross             GA       30071     Gwinnett            1        Retail                Convenience Store
 11.06   Woodstock            GA       30188     Cherokee            1        Retail                Convenience Store
 11.07   Lithia Springs       GA       30122     Douglas             1        Retail                Convenience Store
 11.08   Austell              GA       30168     Cobb                1        Retail                Convenience Store
 11.09   East Point           GA       30344     Fulton              1        Retail                Convenience Store
 11.10   Union City           GA       30291     Fulton              1        Retail                Convenience Store
 11.11   College Park         GA       30349     Clayton             1        Retail                Convenience Store
 11.12   Stockbridge          GA       30281     Clayton             1        Retail                Convenience Store
 11.13   East Point           GA       30344     Fulton              1        Retail                Convenience Store
 11.14   Atlanta              GA       30328     Fulton              1        Retail                Convenience Store
 11.15   Flowery Branch       GA       30542     Hall                1        Retail                Convenience Store
 11.16   Snellville           GA       30039     Gwinnett            1        Retail                Convenience Store
 11.17   Snellville           GA       30039     Gwinnett            1        Retail                Convenience Store
 11.18   Douglasville         GA       30134     Douglas             1        Retail                Convenience Store
 11.19   Elberton             GA       30635     Elbert              1        Retail                Convenience Store
 11.20   Atlanta              GA       30324     Fulton              1        Retail                Convenience Store
 11.21   Conyers              GA       30012     Rockdale            1        Retail                Convenience Store
 11.22   Dallas               GA       30132     Paulding            1        Retail                Convenience Store
 11.23   Decatur              GA       30034     Dekalb              1        Retail                Convenience Store
 11.24   Atlanta              GA       30315     Fulton              1        Retail                Convenience Store
 11.25   Atlanta              GA       30312     Fulton              1        Retail                Convenience Store
 11.26   Decatur              GA       30035     Dekalb              1        Retail                Convenience Store
 11.27   College Park         GA       30349     Fulton              1        Retail                Convenience Store
 11.28   Snellville           GA       30039     Gwinnett            1        Retail                Convenience Store
 11.29   Dothan               AL       36302     Houston             1        Retail                Convenience Store
 11.30   Dothan               AL       36301     Houston             1        Retail                Convenience Store
 11.31   Milledgeville        GA       31061     Baldwin             1        Retail                Convenience Store
 11.32   Riverdale            GA       30296     Clayton             1        Retail                Convenience Store
 11.33   Locust Grove         GA       30248     Henry               1        Retail                Convenience Store
 11.34   Douglasville         GA       30135     Douglas             1        Retail                Convenience Store
 11.35   Cumming              GA       30044     Forsyth             1        Retail                Convenience Store
 11.36   Atlanta              GA       30324     Fulton              1        Retail                Convenience Store
 11.37   Marietta             GA       30067     Cobb                1        Retail                Convenience Store
 11.38   Atlanta              GA       30311     Fulton              1        Retail                Convenience Store
 11.39   Marietta             GA       30060     Cobb                1        Retail                Convenience Store
 11.40   Jonesboro            GA       30236     Clayton             1        Retail                Convenience Store
 11.41   Douglasville         GA       30134     Douglas             1        Retail                Convenience Store
 11.42   Cumming              GA       30534     Dawson              1        Retail                Convenience Store
 11.43   Dawsonville          GA       31031     Forsyth             1        Retail                Convenience Store
 11.44   Canton               GA       30114     Cherokee            1        Retail                Convenience Store
 11.45   Ball Ground          GA       30107     Cherokee            1        Retail                Convenience Store
 11.46   Kennesaw             GA       30144     Cobb                1        Retail                Convenience Store
 11.47   Decatur              GA       30033     Dekalb              1        Retail                Convenience Store
 11.48   Gainesville          GA       30506     Hall                1        Retail                Convenience Store
 11.49   Woodstock            GA       30189     Cherokee            1        Retail                Convenience Store
 11.50   Dublin               GA       31021     Laurens             1        Retail                Convenience Store
 11.51   Ringgold             GA       30736     Catoosa             1        Retail                Convenience Store
 11.52   Marietta             GA       30067     Cobb                1        Retail                Convenience Store
 11.53   Atlanta              GA       30310     Fulton              1        Retail                Convenience Store
 11.54   Chamblee             GA       30341     Dekalb              1        Retail                Convenience Store
 11.55   Atlanta              GA       30317     Dekalb              1        Retail                Convenience Store
 11.56   Rome                 GA       30161     Floyd               1        Retail                Convenience Store
 11.57   Atlanta              GA       30306     Fulton              1        Retail                Convenience Store
 11.58   Atlanta              GA       30316     Fulton              1        Retail                Convenience Store
 11.59   Austell              GA       30168     Cobb                1        Retail                Convenience Store
 11.60   White                GA       30164     Bartow              1        Retail                Convenience Store
 11.61   Adairsville          GA       30103     Bartow              1        Retail                Convenience Store
 11.62   Lafayette            GA       30728     Walker              1        Retail                Convenience Store
   12    Kapaa                HI       96746     Kauai               1        Retail                Anchored
   13    Charlotte            NC       28203     Mecklenburg         1        Office                Medical
   14    Boca Raton           FL       33433     Palm Beach          2        Multifamily           Garden
  14.1   Boca Raton           FL       33433     Palm Beach          1        Multifamily           Garden
  14.2   Boca Raton           FL       33433     Palm Beach          1        Multifamily           Garden
   15    Jersey City          NJ       07302     Hudson              1        Mixed Use             Retail/Multifamily/Self Storage
         Various              TX      Various    Various             3        Multifamily           Garden
   16    Austin               TX       78731     Travis              1        Multifamily           Garden
   17    Houston              TX       77084     Harris              1        Multifamily           Garden
   18    Houston              TX       77042     Harris              1        Multifamily           Garden
   19    Denver               CO       80203     Denver              1        Hospitality           Full Service
   20    Corpus Christi       TX       78413     Nueces              1        Multifamily           Garden
   21    Long Beach           CA       90808     Los Angeles         1        Mixed Use             Office/Retail
   22    Carlsbad             CA       92011     San Diego           1        Office                Suburban
   23    Sunrise              FL       33323     Broward             1        Multifamily           Garden
   24    North Las Vegas      NV       89031     Clark               1        Multifamily           Garden
   25    Farmers Branch       TX       75234     Dallas              1        Office                Single Tenant
   26    Van Nuys             CA       91411     Los Angeles         1        Office                Suburban
   27    Santa Monica         CA       90401     Los Angeles         1        Mixed Use             Office/Retail
   28    Greenwood Village    CO       80111     Arapahoe            1        Mixed Use             Office/Retail
   29    Los Angeles          CA       90015     Los Angeles         1        Multifamily           Mid/High Rise
   30    Phoenix              AZ       85017     Maricopa            1        Multifamily           Garden
   31    Laramie              WY       82072     Albany              1        Multifamily           Student Housing
   32    Various           Various    Various    Various             5        Various               Various
  32.1   Rocklin              CA       95765     Placer              1        Industrial            Flex
  32.2   Rocklin              CA       95677     Placer              1        Retail                Unanchored
  32.3   El Paso              TX       79936     El Paso             1        Industrial            Warehouse
  32.4   Tulsa                OK       74146     Tulsa               1        Industrial            Warehouse
  32.5   Broken Arrow         OK       74012     Tulsa               1        Industrial            Warehouse
   33    Las Vegas            NV       89118     Clark               1        Retail                Unanchored
   34    Las Vegas            NV       89118     Clark               1        Industrial            Office/Warehouse
   35    Various              GA      Various    Various             3        Various               Various
  35.1   Alpharetta           GA       30005     Forsyth             1        Office                Suburban
  35.2   Norcross             GA       30071     Gwinnett            1        Industrial            Warehouse
  35.3   Norcross             GA       30071     Gwinnett            1        Industrial            Flex
   36    Mesa                 AZ       85206     Maricopa            1        Retail                Anchored
   37    Las Vegas            NV       89128     Clark               1        Retail                Unanchored
   38    Dublin               CA       94568     Alameda             1        Retail                Shadow Anchored
   39    Various           Various    Various    Various             3        Office                Medical
  39.1   Keller               TX       76248     Tarrant             1        Office                Medical
  39.2   Dayton               OH       45402     Montgomery          1        Office                Medical
  39.3   Wylie                TX       75098     Collin              1        Office                Medical
   40    Brea                 CA       92818     Orange              1        Retail                Unanchored
   41    Santa Ana            CA       92704     Orange              1        Retail                Unanchored
   42    Spartanburg          SC       29303     Spartanburg         1        Industrial            Warehouse/Distribution
   43    Auburn               WA       98002     King                1        Multifamily           Garden
   44    Frisco               TX       75034     Collin              1        Mixed Use             Office/Retail
   45    Huntington Beach     CA       92648     Orange              1        Retail                Unanchored
   46    Wichita              KS       67226     Sedgwick            1        Multifamily           Garden
   47    Walnut Creek         CA       94598     Contra Costa        1        Office                Medical
   48    Aventura             FL       33180     Miami-Dade          1        Office                Suburban
   49    Skaneateles          NY       13152     Onondaga            1        Hospitality           Full Service
   50    Las Vegas            NV       89108     Clark               1        Multifamily           Garden
   51    Henderson            NV       89014     Clark               1        Retail                Shadow Anchored
   52    Painesville          OH       44077     Lake                1        Mixed Use             Office/Retail
   53    Duluth               GA       30096     Gwinnett            1        Retail                Anchored
   54    Moreno Valley        CA       92553     Riverside           1        Multifamily           Garden
   55    Carmel               IN       46290     Hamilton            1        Office                Suburban
   56    Watsonville          CA       95076     Santa Cruz          1        Manufactured Housing  Mobile Home Park
   57    Gainesville          FL       32608     Alachua             1        Hospitality           Full Service
   58    Los Angeles          CA       91606     Los Angeles         1        Multifamily           High Rise
   59    Plymouth             MN       55441     Hennepin            1        Retail                Anchored
   60    Houston              TX       77040     Harris              1        Multifamily           Garden
   61    Lakeland             FL       33805     Polk                1        Retail                Unanchored
   62    San Antonio          TX       78209     Bexar               1        Office                Suburban
   63    Adelanto             CA       92301     San Bernardino      1        Retail                Shadow Anchored
   64    Stone Mountain       GA       30083     Dekalb              1        Multifamily           Garden
   65    Various           Various    Various    Various             8        Various               Various
  65.1   Westminster          MD       21157     Carroll             1        Office                Suburban
  65.2   Edgewood             MD       21040     Harford             1        Office                Suburban
  65.3   Littlestown          PA       17340     Adams               1        Multifamily           Garden
  65.4   Bel Air              MD       21014     Harford             1        Retail                Unanchored
  65.5   Westminster          MD       21157     Carroll             1        Mixed Use             Office/Retail
  65.6   Pikesville           MD       21208     Baltimore           1        Mixed Use             Retail/Office
  65.7   Shrewsbury           PA       17361     York                1        Retail                Unanchored
  65.8   Baltimore            MD       21222     Baltimore           1        Retail                Unanchored
   66    Various           Various    Various    Various             3        Hospitality           Limited Service
  66.1   Jackson              WY       83001     Teton               1        Hospitality           Limited Service
  66.2   Cody                 WY       82414     Park                1        Hospitality           Limited Service
  66.3   Coeur d'Alene        ID       83814     Kootenai            1        Hospitality           Limited Service
   67    Ennis                TX       75119     Ellis               1        Office                Suburban
   68    Tampa                FL       33613     Hillsborough        1        Multifamily           Garden
   69    Palo Alto            CA       94303     Santa Clara         1        Office                R&D Flex
   70    Cedar Rapids         IA       52404     Linn                1        Multifamily           Garden
   71    Brooklyn             OH       44129     Cuyahoga            1        Retail                Anchored
   72    Las Vegas            NV       89109     Clark               1        Retail                Anchored
   73    Scottsdale           AZ       85260     Maricopa            1        Retail                Unanchored
   74    Southfield           MI       48034     Oakland             1        Office                Suburban
   75    Phoenix              AZ       85053     Maricopa            1        Industrial            Office/Warehouse
   76    Torrance             CA       90502     Los Angeles         1        Office                Suburban
   77    Tampa                FL       33616     Hillsborough        1        Multifamily           Garden
   78    Woodstock            IL       60098     McHenry             1        Industrial            Manufacturing
   79    Various              PA      Various    Allegheny           2        Self Storage          Self Storage
  79.1   Bridgeville          PA       15017     Allegheny           1        Self Storage          Self Storage
  79.2   Pittsburgh           PA       15238     Allegheny           1        Self Storage          Self Storage
   80    Horseheads           NY       14845     Chemung             1        Hospitality           Full Service
   81    Los Angeles          CA       91436     Los Angeles         1        Office                Suburban
   82    Houston              TX       77043     Harris              1        Industrial            Flex
   83    Tulsa                OK       74133     Tulsa               1        Multifamily           Garden
   84    Sun City West        AZ       85375     Maricopa            1        Retail                Anchored
   85    Stillwater           OK       74075     Payne               1        Retail                Anchored
   86    Hoboken              NJ       07030     Hudson              1        Retail                Unanchored
   87    Santa Clarita        CA       91351     Los Angeles         1        Retail                Unanchored
   88    Shenandoah           TX       77384     Montgomery          1        Office                Medical
   89    Sacramento           CA       95827     Sacramento          1        Office                Suburban
   90    Springfield          MO       65803     Greene              1        Retail                Unanchored
   91    Moreno Valley        CA       92557     Riverside           1        Multifamily           Garden
   92    Ypsilanti Township   MI       48197     Washtenaw           1        Multifamily           Garden
   93    Morrisville          NC       27560     Wake                1        Hospitality           Limited Service
   94    Strongsville         OH       44149     Cuyahoga            1        Industrial            Manufacturing
   95    Staten Island        NY       10304     Richmond            1        Self Storage          Self Storage
   96    Fairfield            CA       94533     Solano              1        Office                Medical
   97    Las Vegas            NV       89119     Clark               1        Multifamily           Garden
   98    Torrance             CA       90503     Los Angeles         1        Office                Medical
   99    Ontario              CA       91764     San Bernardino      1        Retail                Anchored
  100    Phoenix              AZ       85013     Maricopa            1        Land                  Land
  101    Montgomery           AL       36106     Montgomery          1        Multifamily           Garden
  102    Medford              OR       97504     Jackson             1        Hospitality           Full Service
  103    San Juan Capistrano  CA       92675     Orange              1        Retail                Unanchored
  104    Various              NY       12065     Saratoga            5        Various               Various
 104.1   Clifton Park         NY       12065     Saratoga            1        Self Storage          Self Storage
 104.2   Clifton Park         NY       12065     Saratoga            1        Self Storage          Self Storage
 104.3   Clifton Park         NY       12065     Saratoga            1        Retail                Unanchored
 104.4   Clifton Park         NY       12065     Saratoga            1        Office                Office/Church
 104.5   Halfmoon             NY       12065     Saratoga            1        Office                Suburban
  105    Montgomery           TX       77316     Montgomery          1        Retail                Anchored
  106    La Jolla             CA       92037     San Diego           1        Office                Suburban
  107    Potsdam              NY       13676     Saint Lawrence      1        Retail                Anchored
  108    Santa Rosa           CA       95403     Sonoma              1        Office                Suburban
  109    Houston              TX       77090     Harris              1        Retail                Anchored
  110    South Gate           CA       90280     Los Angeles         1        Retail                Anchored
  111    Los Angeles          CA       90020     Los Angeles         1        Retail                Unanchored
  112    Memphis              TN       38128     Shelby              1        Multifamily           Garden
  113    Eagan                MN       55122     Dakota              1        Hospitality           Full Service
  114    Orlando              FL       32835     Orange              1        Office                Suburban
  115    Baton Rouge          LA       70809     East Baton Rouge    1        Office                Suburban
  116    Madera               CA       93638     Madera              1        Retail                Anchored
  117    San Antonio          TX       78232     Bexar               1        Industrial            Flex
  118    Milwaukee            WI       53223     Milwaukee           1        Office                Suburban
  119    Olympia              WA       98502     Thurston            1        Retail                Anchored
  120    Cedar Rapids         IA       52404     Linn                1        Industrial            Warehouse
  121    College Station      TX       77840     Brazos              1        Multifamily           Garden
  122    Westlake Village     CA       91362     Los Angeles         1        Office                Suburban
  123    Kent                 WA       98032     King                1        Industrial            Office/Warehouse
  124    Lompoc               CA       93436     Santa Barbara       1        Retail                Unanchored
  125    Los Angeles          CA       90058     Los Angeles         1        Mixed Use             Multifamily/Industrial/Office
  126    San Diego            CA       92109     San Diego           1        Retail                Unanchored
  127    El Centro            CA       92243     Imperial            1        Retail                Anchored
  128    Hemet                CA       92544     Riverside           1        Retail                Anchored
  129    Houston              TX       77077     Harris              1        Office                Suburban
  130    Houston              TX       77038     Harris              1        Manufactured Housing  Mobile Home Park
  131    Newport Beach        CA       92660     Orange              1        Office                Suburban
  132    Loveland             CO       80538     Larimer             1        Hospitality           Limited Service
  133    Lithia Springs       GA       30122     Douglas             1        Hospitality           Limited Service
  134    Ann Arbor            MI       48104     Washtenaw           1        Retail                Unanchored
  135    San Diego            CA       92108     San Diego           1        Office                Suburban
  136    Hesperia             CA       92345     San Bernardino      1        Retail                Unanchored
  137    Phoenix              AZ       85027     Maricopa            1        Office                Suburban Office
  138    Various              CA      Various    Los Angeles         2        Various               Various
 138.1   Burbank              CA       91502     Los Angeles         1        Mixed Use             Retail/Office
 138.2   Santa Monica         CA       90405     Los Angeles         1        Retail                Unanchored
  139    Los Angeles          CA       90027     Los Angeles         1        Retail                Anchored
  140    Las Vegas            NV       89102     Clark               1        Multifamily           Garden
  141    Las Vegas            NV       89117     Clark               1        Office                Suburban
  142    St. George           UT       84790     Washington          1        Industrial            Office/Warehouse
  143    Warren               MI       48093     Macomb              1        Multifamily           Garden
  144    Aurora               IL       60504     Kane                1        Retail                Anchored
  145    Springfield          MO       65807     Greene              1        Multifamily           Garden
  146    Stamford             CT       06903     Fairfield           1        Retail                Unanchored
  147    Katy                 TX       77494     Harris              1        Hospitality           Limited Service
  148    Los Angeles          CA       90015     Los Angeles         1        Retail                Unanchored
  149    Saginaw              TX       76179     Tarrant             1        Retail                Shadow Anchored
  150    Fresno               CA       93710     Fresno              1        Retail                Anchored
  151    Corona               CA       92882     Riverside           1        Self Storage          Self Storage
  152    Various           Various    Various    Various             3        Various               Various
 152.1   Lakewood             CO       80228     Jefferson           1        Industrial            Office/Warehouse
 152.2   Moore                OK       73160     Cleveland           1        Office                Suburban
 152.3   Lawton               OK       73501     Comanche            1        Office                Suburban
  153    Union City           GA       30291     Fulton              1        Multifamily           Garden
  154    Acworth              GA       30101     Cobb                1        Multifamily           Garden
  155    Casselberry          FL       32707     Seminole            1        Multifamily           Garden
  156    Rowlett              TX       75088     Dallas              1        Retail                Unanchored
  157    Spartanburg          SC       29301     Spartanburg         1        Retail                Single Tenant
  158    Englewood            CO       80112     Arapahoe            1        Mixed Use             Industrial/Office
  159    Philadelphia         PA       19127     Philadelphia        1        Retail                Unanchored
         Lee's Summit         MO       64064     Jackson             2        Industrial            Various
  160    Lee's Summit         MO       64064     Jackson             1        Industrial            Industrial
  161    Lee's Summit         MO       64064     Jackson             1        Industrial            Office/Distribution
  162    Fairfield            CA       94533     Solano              1        Office                Medical
  163    Vacaville            CA       95687     Solano              1        Office                Medical
  164    McDonough            GA       30253     Henry               1        Retail                Shadow Anchored
  165    Rochester            NY       14623     Monroe              1        Hospitality           Full-Service
  166    Santa Rosa           CA       95401     Sonoma              1        Office                Suburban
  167    Keyport              NJ       07735     Monmouth            1        Multifamily           Garden
  168    Mandeville           LA       70448     Saint Tammany       1        Retail                Shadow Anchored
  169    Tangent              OR       97389     Linn                1        Industrial            Warehouse/Distribution
  170    Fresno               CA       93726     Fresno              1        Multifamily           Garden
  171    Wilmington           NC       28409     New Hanover         1        Manufactured Housing  Mobile Home Park
  172    East Lansing         MI       48823     Ingham              1        Multifamily           Garden
  173    Hollywood            FL       33020     Broward             1        Retail                Unanchored
  174    Various              IA      Various    Various             4        Various               Various
 174.1   Cedar Rapids         IA       52404     Linn                1        Self Storage          Self Storage
 174.2   Cedar Falls          IA       50613     Black Hawk          1        Self Storage          Self Storage
 174.3   Marion               IA       52302     Linn                1        Multifamily           Garden
 174.4   Waterloo             IA       50702     Black Hawk          1        Self Storage          Self Storage
  175    Tampa                FL       33614     Hillsborough        1        Multifamily           Garden
  176    Las Cruces           NM       88011     Dona Ana            1        Retail                Shadow Anchored
  177    Downey               CA       90241     Los Angeles         1        Office                Medical
  178    Indianapolis         IN       46241     Marion              1        Hospitality           Full Service
  179    Bowling Green        OH       43402     Wood                1        Multifamily           Student Housing
  180    Waterford            MI       48328     Oakland             1        Retail                Anchored
  181    Independence         KY       41051     Kenton              1        Multifamily           Garden
  182    New York             NY       10003     New York            1        Office                CBD
  183    Southaven            MS       38671     DeSoto              1        Hospitality           Limited Service
  184    Monroe               LA       71201     Ouachita Parish     1        Multifamily           Garden
  185    Florence             KY       41042     Boone               1        Industrial            Manufacturing
  186    Boulder              CO       80301     Boulder             1        Industrial            Office/Warehouse
  187    Lynchburg            VA       24501     Lynchburg           1        Office                Suburban
  188    San Diego            CA       92121     San Diego           1        Office                Suburban
  189    Norman               OK       73071     Cleveland           1        Multifamily           Garden
  190    Maple Plain          MN       55359     Hennepin            1        Industrial            Warehouse
  191    Bluffton             SC       29910     Beaufort            1        Office                Suburban
  192    Edgewater            NJ       07020     Bergen              1        Office                Suburban
  193    Dallas               TX       75225     Dallas              1        Office                Suburban
  194    Bowling Green        OH       43402     Wood                1        Multifamily           Student Housing
  195    Smyrna               TN       37167     Rutherford          1        Retail                Shadow Anchored
  196    Various           Various    Various    Various             3        Office                Medical
 196.1   Laredo               TX       78041     Webb                1        Office                Medical
 196.2   Houston              TX       77033     Harris              1        Office                Medical
 196.3   Ripley               WV       25271     Jackson             1        Office                Medical
  197    Springfield          MO       65809     Greene              1        Office                Suburban
  198    Richmond             VA       23235     Chesterfield        1        Retail                Unanchored
  199    Aurora               CO       80012     Arapahoe            1        Office                Flex
  200    Colorado Springs     CO       80903     El Paso             1        Office                CBD
  201    Livermore            CA       94551     Alameda             1        Hospitality           Limited Service
  202    East Ridge           TN       37412     Hamilton            1        Multifamily           Garden
  203    Edmond               OK       73034     Oklahoma            1        Retail                Anchored
  204    Milpitas             CA       95035     Santa Clara         1        Retail                Unanchored
  205    Beverly Hills        CA       90211     Los Angeles         1        Multifamily           Garden
  206    Lewes                DE       19958     Sussex              1        Retail                Unanchored
  207    Lancaster            PA       17601     Lancaster           1        Retail                Unanchored
  208    Gulfport             MS       39503     Harrison            1        Office                Suburban
  209    McAllen              TX       78504     Hildalgo            1        Multifamily           Garden
  210    Sauk Rapids          MN       56379     Benton              1        Multifamily           Garden
  211    Lawrence             IN       46236     Marion              1        Industrial            Warehouse/Distribution
  212    Charlestown          MA       02129     Suffolk             1        Mixed Use             Office/Retail
  213    Hyattsville          MD       20785     Prince Georges      1        Industrial            Warehouse
  214    Lauderhill           FL       33319     Broward             1        Retail                Unanchored
  215    Wilsonville          OR       97070     Clackamas           1        Office                Flex
  216    Scottsburg           IN       47170     Scott               1        Hospitality           Limited Service
  217    Big Flats            NY       14845     Chemung             1        Office                Medical
  218    Bayside              NY       11361     Queens              1        Hospitality           Limited Service
  219    Golden Valley        MN       55422     Hennepin            1        Office                Suburban
  220    Littleton            CO       80129     Arapahoe            1        Retail                Unanchored
  221    Phoenix              AZ       85043     Maricopa            1        Retail                Anchored
  222    Brandon              SD       57005     Minnehaha           1        Mixed Use             Self Storage/Retail/Office
  223    Springfield          MO       65803     Greene              1        Retail                Unanchored
  224    Springfield          MO       65807     Greene              1        Retail                Unanchored
  225    San Diego            CA       92121     San Diego           1        Industrial            Light Industrial
  226    Vicksburg            MS       39180     Warren              1        Hospitality           Limited Service
  227    Aurora               CO       80015     Arapahoe            1        Mixed Use             Retail/Office
  228    Knoxville            TN       37922     Knox                1        Office                Suburban
  229    Palmdale             CA       93550     Los Angeles         1        Self Storage          Self Storage
  230    Bothell              WA       98012     Snohomish           1        Office                Medical
  231    Winter Garden        FL       34787     Orange              1        Retail                Unanchored
  232    Sayville             NY       11782     Suffolk             1        Retail                Unanchored
  233    Prescott             AZ       86301     Yavapai             1        Office                Suburban Office
  234    Cathedral City       CA       92234     Riverside           1        Mixed Use             Office/Retail
  235    Sparks               NV       89431     Washoe              1        Manufactured Housing  Mobile Home Park
  236    Richmond             VA       23294     Henrico             1        Industrial            Office/Warehouse
  237    Pearl                MS       39208     Rankin              1        Hospitality           Limited Service
  238    Pasadena             CA       91101     Los Angeles         1        Multifamily           Garden
  239    Kimball              MI       48074     Saint Clair         1        Manufactured Housing  Mobile Home Park
  240    Mesa                 AZ       85026     Maricopa            1        Mixed Use             Retail/Office
  241    Hutto                TX       78634     Williamson          1        Retail                Shadow Anchored
  242    St. Petersburg       FL       33714     Pinellas            1        Multifamily           Garden
  243    Philadelphia         PA       19102     Philadelphia        1        Retail                Single Tenant
  244    Los Angeles          CA       90036     Los Angeles         1        Multifamily           Garden
  245    Muskogee             OK       74401     Muskogee            2        Multifamily           Garden
 245.1   Muskogee             OK       74401     Muskogee            1        Multifamily           Garden
 245.2   Muskogee             OK       74401     Muskogee            1        Multifamily           Garden
  246    Fircrest             WA       98466     Pierce              1        Mixed Use             Retail/Office
  247    Tacoma               WA       98402     Pierce              1        Office                Suburban
  248    Johnson City         TN       37601     Washington          1        Multifamily           Garden
  249    Santa Ana            CA       92704     Orange              1        Retail                Unanchored
  250    Philadelphia         PA       19142     Philadelphia        1        Retail                Single Tenant
  251    Washington           DC       20008     District of Columbia1        Retail                Unanchored
  252    Harbor City          CA       90710     Los Angeles         1        Retail                Unanchored
  253    Ruston               LA       71270     Lincoln             2        Various               Various
 253.1   Ruston               LA       71270     Lincoln             1        Multifamily           Garden
 253.2   Ruston               LA       71270     Lincoln             1        Retail                Unanchored
  254    Maumelle             AR       72113     Pulaski             1        Multifamily           Garden
  255    Monroe               LA       71202     Ouachita            1        Hospitality           Limited Service
  256    Los Angeles          CA       90024     Los Angeles         1        Office                Medical
  257    Midlothian           VA       23112     Chesterfield        1        Industrial            Flex
  258    St. Simons Island    GA       31522     Glynn               1        Retail                Shadow Anchored
  259    Petersburg           VA       23803     Petersburg City     1        Multifamily           Garden
  260    Tulsa                OK       74135     Tulsa               1        Multifamily           Garden
  261    Coeur d'Alene        ID       83814     Kootenai            1        Multifamily           Independent Living
  262    Sherman Oaks         CA       91403     Los Angeles         1        Multifamily           Garden
  263    Tonawanda            NY       14150     Erie                1        Retail                Unanchored
  264    Henderson            NV       89014     Clark               1        Retail                Shadow Anchored
  265    North Hollywood      CA       91606     Los Angeles         1        Multifamily           Garden
  266    Yuba City            CA       95993     Sutter              1        Retail                Single Tenant
  267    Bossier City         LA       71111     Bossier             1        Hospitality           Limited Service
  268    Brunswick            GA       31525     Glynn               1        Hospitality           Limited Service
  269    Allentown            PA       18102     Lehigh              1        Office                Suburban
  270    Pelham               AL       35124     Shelby              1        Hospitality           Limited Service
  271    Greenville           SC       29607     Greenville          1        Hospitality           Limited Service
  272    Greece               NY       14616     Monroe              1        Retail                Unanchored
  273    San Antonio          TX       78212     Bexar               1        Multifamily           Garden
  274    East Lansing         MI       48823     Ingham              1        Multifamily           Garden
  275    Yuma                 AZ       85364     Yuma                1        Retail                Shadow Anchored
  276    Texas City           TX       77590     Galveston           1        Multifamily           Garden
  277    Santa Clarita        CA       91350     Los Angeles         1        Retail                Unanchored
  278    St. Cloud            MN       56301     Stearns             1        Retail                Unanchored
  279    Lake Jackson         TX       77566     Brazoria            1        Self Storage          Self Storage
  280    Monroe               LA       71202     Ouachita Parish     1        Hospitality           Limited Service
  281    Henderson            NV       89052     Clark               1        Retail                Unanchored
  282    Montebello           CA       90604     Los Angeles         1        Retail                Unanchored
  283    York                 PA       17403     York                1        Retail                Single Tenant
  284    Bossier City         LA       71111     Bossier             1        Retail                Shadow Anchored
  285    Hattiesburg          MS       39402     Lamar               1        Multifamily           Garden
  286    Grayson              GA       30017     Gwinnett            1        Retail                Unanchored
  287    Tampa                FL       33604     Hillsborough        1        Multifamily           Garden
  288    Fort Washington      MD       20744     Prince Georges      1        Retail                Anchored
  289    Orlando              FL       32804     Orange              1        Retail                Unanchored
  290    Philadelphia         PA       19115     Philadelphia        1        Office                Medical
  291    Houston              TX       77040     Harris              1        Self Storage          Self Storage
  292    Woodbury             MN       55125     Washington          1        Office                Suburban
  293    Seattle              WA       98125     King                1        Multifamily           Garden
  294    Long Beach           CA       90815     Los Angeles         1        Retail                Unanchored
  295    Lewis Center         OH       43035     Delaware            1        Mixed Use             Office/Warehouse
  296    Frederick            MD       21701     Frederick           1        Retail                Anchored
  297    Owings Mills         MD       21227     Baltimore           1        Office                Suburban
  298    Van Nuys             CA       91401     Los Angeles         1        Multifamily           Garden
  299    Alpharetta           GA       30005     Fulton              1        Retail                Unanchored
  300    Bradenton            FL       34209     Manatee             1        Self Storage          Self Storage
  301    Frostburg            MD       21532     Allegany            1        Retail                Single Tenant
  302    Parker               CO       80134     Douglas             1        Retail                Unanchored
  303    Pasadena             TX       77504     Harris              1        Retail                Unanchored
  304    Chicago Heights      IL       60411     Cook                1        Office                Suburban
  305    Mansfield            TX       76063     Tarrant             1        Retail                Shadow Anchored
  306    Pearl                MS       39208     Rankin              1        Hospitality           Limited Service
  307    La Porte             TX       77571     Harris              1        Retail                Unanchored
  308    Warner Robins        GA       31088     Houston             1        Multifamily           Garden
  309    Newburgh             NY       12550     Orange              1        Manufactured Housing  Mobile Home Park
  310    Houston              TX       77096     Harris              1        Retail                Unanchored
  311    Union Gap            WA       98903     Yakima              1        Office                Suburban
  312    Port Arthur          TX       77640     Jefferson           1        Retail                Shadow Anchored
  313    Melissa              TX       75454     Collin              1        Retail                Unanchored
  314    Ontario              CA       91761     San Bernadino       1        Retail                Single Tenant
  315    Mustang              OK       73064     Canadian            1        Multifamily           Garden
  316    Shoreview            MN       55126     Ramsey              1        Industrial            Flex
  317    Council Bluffs       IA       51501     Pottawattamie       1        Multifamily           Garden
  318    Ontario              CA       91761     San Bernardino      1        Retail                Single Tenant
  319    Ontario              CA       91761     San Bernardino      1        Retail                Single Tenant
  320    Salt Lake City       UT       84106     Salt Lake           1        Self Storage          Self Storage
  321    Ontario              CA       91761     San Bernardino      1        Retail                Single Tenant
  322    El Dorado            AR       71730     Union               1        Office                Suburban
  323    Delaware             OH       43015     Delaware            1        Retail                Unanchored
  324    Winter Haven         FL       33880     Polk                1        Retail                Unanchored
  325    Arlington            TX       76013     Tarrant             1        Retail                Unanchored
  326    Van Nuys             CA       91405     Los Angeles         1        Multifamily           Garden


            3RD MOST     3RD MOST     2ND MOST         2ND MOST             MOST                MOST
             RECENT       RECENT       RECENT           RECENT             RECENT              RECENT                   UW
 LOAN #     NOI ($)      NOI DATE     NOI ($)          NOI DATE            NOI ($)            NOI DATE               REVENUES
------------------------------------------------------------------------------------------------------------------------------------

    1        5,816,129   12/31/2005   5,598,991              12/31/2006     5,984,400      3/31/2007 (T-3 Ann.)          13,369,182
    2        6,824,275   12/31/2005   6,991,332              12/31/2006     7,041,884           2/28/2007 (TTM)          10,329,602
    3                                 4,868,436              12/31/2005     4,898,512               12/31/2006            7,915,158
    4        4,332,057   12/31/2005   4,652,107              12/31/2006     4,644,513           2/28/2007 (TTM)          10,576,469
    5                                                                                                                     4,505,863
    6        2,974,351   12/31/2004   2,385,046              12/31/2005     2,762,780      9/30/2006 (T-9 Ann.)           7,284,915
    7        2,980,363   12/31/2005   2,738,415              12/31/2006     3,196,000           2/28/2007 (TTM)           3,843,649
    8        1,279,819   12/31/2004   1,210,364              12/31/2005     1,713,509               12/31/2006            3,162,153
    9                                                                                                                     3,662,151
   10                                                                                                                     4,431,645
   11                                                                       8,574,373               12/31/2006            9,688,084
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
  11.09
  11.10
  11.11
  11.12
  11.13
  11.14
  11.15
  11.16
  11.17
  11.18
  11.19
  11.20
  11.21
  11.22
  11.23
  11.24
  11.25
  11.26
  11.27
  11.28
  11.29
  11.30
  11.31
  11.32
  11.33
  11.34
  11.35
  11.36
  11.37
  11.38
  11.39
  11.40
  11.41
  11.42
  11.43
  11.44
  11.45
  11.46
  11.47
  11.48
  11.49
  11.50
  11.51
  11.52
  11.53
  11.54
  11.55
  11.56
  11.57
  11.58
  11.59
  11.60
  11.61
  11.62
   12                                 1,642,045              12/25/2005     2,005,348               12/25/2006            3,379,965
   13                                 1,965,003              12/31/2006     2,725,315           2/28/2007 (TTM)           5,153,995
   14                                                                                                                     3,720,190
  14.1                                                                                                                    2,406,025
  14.2                                                                                                                    1,314,165
   15                                                                         224,917               12/31/2006            3,926,273
                                      2,253,079              12/31/2005     2,205,909               12/31/2006            5,055,528
   16                                 1,478,835              12/31/2005     1,425,282               12/31/2006            3,193,467
   17                                   541,593              12/31/2005       538,856               12/31/2006            1,285,766
   18                                   232,651              12/31/2005       241,771               12/31/2006              576,295
   19        2,910,533   12/31/2005   3,542,443              12/31/2006     3,600,138           2/28/2007 (TTM)           9,777,667
   20                                 2,250,741              12/31/2006     2,197,976                2/28/2007            4,953,781
   21        1,347,009   12/31/2004   1,448,642              12/31/2005     1,385,067               12/31/2006            2,525,058
   22        1,509,935   12/31/2005   1,569,152              12/31/2006     1,539,720           3/31/2007 (TTM)           2,274,803
   23                                                                                                                     2,717,927
   24                                                                                                                     2,228,917
   25        1,738,601   12/31/2004   1,741,830              12/31/2005     1,749,739               12/31/2006            3,096,281
   26        1,099,385   12/31/2004   1,280,369              12/31/2005     1,524,846               12/31/2006            2,296,289
   27                                   201,289              12/31/2005       673,348               12/31/2006            1,964,212
   28        1,356,273   12/31/2004   1,441,867              12/31/2005     1,425,640               12/31/2006            2,149,907
   29                                                                                                                     2,377,996
   30          795,334   12/31/2004     544,495              12/31/2005       578,887               12/31/2006            3,050,481
   31                                                                                                                     2,086,339
   32                                                                                                                     2,090,306
  32.1
  32.2
  32.3
  32.4
  32.5
   33                                    93,915              12/31/2005       366,736    10/31/2006 (T-10 Ann.)           2,108,969
   34        1,281,355   12/31/2004   1,214,398              12/31/2005     1,371,205               12/31/2006            1,760,341
   35                                                                       1,441,678               12/31/2006            1,941,983
  35.1                                                                        526,451               12/31/2006              758,563
  35.2                                                                        468,052               12/31/2006              642,110
  35.3                                                                        447,174               12/31/2006              541,310
   36                                                                                                                     1,905,083
   37                                                                                                                     1,456,331
   38          411,229   12/31/2004     283,116              12/31/2005       331,013               12/31/2006            1,633,924
   39                                                                         889,017               12/31/2006            2,878,192
  39.1                                                                                                                      982,697
  39.2                                                                        889,017               12/31/2006            1,507,766
  39.3                                                                                                                      387,729
   40          924,993   12/31/2004     966,864              12/31/2005     1,073,402          11/30/2006 (YTD)           1,552,987
   41        1,147,141   12/31/2004   1,176,516              12/31/2005     1,051,416               12/31/2006            1,765,136
   42                                 1,261,225              12/31/2005     1,261,116               12/31/2006            1,841,887
   43                                   890,326              12/31/2005       980,059               12/31/2006            1,849,652
   44                                                                                                                     1,917,052
   45          860,206   12/31/2004     921,081              12/31/2005       864,106               12/31/2006            1,509,522
   46                                                                                                                     1,929,179
   47         -332,924   12/31/2004     778,242              12/31/2005       741,404               12/31/2006            2,237,167
   48        3,457,905   12/31/2004   3,021,659              12/31/2005     3,406,138               12/31/2006            5,560,949
   49        1,281,107   12/31/2004   1,897,851              12/31/2005     2,176,732               12/31/2006            7,798,130
   50          978,977   12/31/2005     930,005              12/31/2006       945,967           2/28/2007 (TTM)           1,890,202
   51                                                                                                                     1,885,099
   52                                                                                                                     1,813,184
   53                                                                                                                     1,520,696
   54                                   880,149              12/31/2006       871,074      3/31/2007 (T-6 Ann.)           1,670,175
   55                                                                         769,891               12/31/2006            2,196,730
   56          860,399   12/31/2005     801,535              12/31/2006       838,709           3/31/2007 (TTM)           1,591,449
   57          415,305   12/31/2005   1,569,358              12/31/2006     1,602,194           2/28/2007 (TTM)           3,736,372
   58                                   872,910              12/31/2005       985,559               12/31/2006            1,532,806
   59                                   805,196              12/31/2005       860,388               12/31/2006            1,937,436
   60        1,095,625   12/31/2004   1,077,149              12/31/2005     1,118,189               11/30/2006            2,285,659
   61          592,015   12/31/2004     461,926              12/31/2005       715,095               12/31/2006            1,615,653
   62                                   596,646              12/31/2005       565,056               12/31/2006            2,813,547
   63                                                                                                                     1,252,543
   64          582,280   12/31/2005     810,922              12/31/2006       870,004           4/30/2007 (TTM)           2,064,160
   65                                                                                                                     1,663,720
  65.1                                  203,908              12/31/2004       213,541               12/31/2005              514,016
  65.2                                                                                                                      284,012
  65.3                                   30,381              12/31/2004        -1,244               12/31/2005              281,390
  65.4                                   93,332              12/31/2004        90,113               12/31/2005              133,259
  65.5                                  170,604              12/31/2004       114,136               12/31/2005              190,074
  65.6                                   84,837              12/31/2004        79,686               12/31/2005               97,737
  65.7                                                                         41,511               12/31/2005               85,056
  65.8                                                                         49,125               12/31/2005               78,176
   66        1,353,042   12/31/2004   1,546,405              12/31/2005     1,779,576               12/31/2006            3,962,927
  66.1         688,371   12/31/2004     849,576              12/31/2005       897,501               12/31/2006            1,924,519
  66.2         298,184   12/31/2004     316,177              12/31/2005       404,235               12/31/2006              906,090
  66.3         366,487   12/31/2004     380,652              12/31/2005       477,840               12/31/2006            1,132,318
   67                                                                                                                     1,285,787
   68          924,029   12/31/2004     939,714              12/31/2005       985,773               12/31/2006            1,968,345
   69                                                                                                                     1,305,212
   70        1,047,919   12/31/2005   1,240,022              12/31/2006     1,269,820           2/28/2007 (TTM)           2,290,585
   71          691,400   12/31/2004     574,156              12/31/2005     1,050,290               12/31/2006            1,331,879
   72                                   754,446              12/31/2005       853,336               12/31/2006            1,259,259
   73                                                                                                                     1,654,801
   74                                   725,309              12/31/2005       943,254               12/31/2006            1,723,914
   75                                                                                                                     1,208,995
   76        1,114,196   12/31/2004   1,105,746              12/31/2005     1,125,328               12/31/2006            1,513,627
   77          759,338   12/31/2004     824,577              12/31/2005       843,074               12/31/2006            1,688,724
   78                                                                         930,692               12/31/2006            1,202,322
   79          140,516   12/31/2004     454,443              12/31/2005       735,418            2/28/2007(TTM)           1,659,684
  79.1         118,513   12/31/2004     229,204              12/31/2005       398,607            2/28/2007(TTM)             912,948
  79.2          22,003   12/31/2004     225,239              12/31/2005       336,811            2/28/2007(TTM)             746,736
   80                                 1,318,362              12/31/2005     1,264,076               12/31/2006            3,747,749
   81          635,607   12/31/2005     650,368              12/31/2006       666,503           3/31/2007 (TTM)           1,229,593
   82          968,389   12/31/2004   1,051,623              12/31/2005     1,063,149               12/31/2006            1,282,987
   83          352,984   12/31/2004     684,289              12/31/2005       664,068               11/30/2006            1,820,336
   84          707,151   12/31/2005     730,164              12/31/2006       705,390           1/31/2007 (TTM)             956,396
   85          858,008   12/31/2004     890,023              12/31/2005       832,708               12/31/2006            1,094,551
   86                                                                                                                     1,158,550
   87        1,021,720   12/31/2005   1,044,628              12/31/2006     1,105,903           2/28/2007 (TTM)           1,502,430
   88                                   689,510              12/31/2005     1,068,738    10/31/2006 (T-10 Ann.)           1,519,205
   89                                                                         794,321               12/31/2006            1,051,270
   90          930,145   12/31/2004     859,420              12/31/2005       777,459               12/31/2006            1,056,919
   91                                                                         565,085               12/31/2006            1,130,124
   92          938,420   12/31/2005     851,181              12/31/2006       815,938           3/31/2007 (TTM)           1,721,564
   93          999,972   12/31/2005     979,707              12/31/2006       997,363           2/28/2007 (TTM)           2,833,573
   94                                                                                                                     1,293,888
   95                                   551,750              12/31/2005       844,588          11/30/2006 (TTM)           1,598,620
   96                                                                                                                     1,214,237
   97                                   654,452              12/31/2006       659,872           3/31/2007 (TTM)           1,017,190
   98                                                                                                                     1,539,400
   99          850,421   12/31/2004     900,190              12/31/2005       839,270           2/28/2007 (TTM)           1,053,118
   100                                                                                                                      674,271
   101         580,355   12/31/2004     568,199              12/31/2005       630,043    10/31/2006 (T-10 Ann.)           1,186,029
   102                                1,242,014              12/31/2006     1,313,432                2/28/2007            3,360,711
   103                                                                        348,321               12/31/2006              905,550
   104         435,361   12/31/2004     501,564              12/31/2005       738,673               12/31/2006            1,177,697
  104.1        240,928   12/31/2004     251,637              12/31/2005       293,086               12/31/2006              423,349
  104.2                                                                       175,338               12/31/2006              297,733
  104.3        153,602   12/31/2004     158,428              12/31/2005       159,678               12/31/2006              194,965
  104.4                                                                        19,550               12/31/2006              142,290
  104.5         40,831   12/31/2004      91,499              12/31/2005        91,021               12/31/2006              119,360
   105                                  752,099              12/31/2005       664,288               12/31/2006            1,125,696
   106                                                                                                                      846,299
   107         761,432   12/31/2003     782,467              12/31/2004       783,419               12/31/2005            1,159,367
   108                                  757,041              12/31/2005       802,787               12/31/2006            1,079,986
   109       1,024,047   12/31/2004     944,522              12/31/2005       947,651               12/31/2006            1,273,900
   110                                                                                                                      590,000
   111         567,813   12/31/2004     588,370              12/31/2005       593,350               12/31/2006              851,551
   112         525,491   12/31/2004     560,151              12/31/2005       725,436               12/31/2006            1,523,745
   113         825,585   12/31/2005     944,966              12/31/2006       933,913                2/28/2007            1,996,451
   114                                  654,810              12/31/2005       662,442               12/31/2006              913,646
   115                                  709,269              12/31/2005       715,705               12/31/2006            1,119,544
   116         698,660   12/31/2004     651,086              12/31/2005       788,770               12/31/2006            1,058,637
   117         700,060   12/31/2004     739,128              12/31/2005       465,709               12/31/2006            1,118,098
   118                                                                                                                    1,198,165
   119                                                                                                                      728,752
   120                                                                                                                      882,164
   121         727,519   12/31/2004     750,158              12/31/2005       766,777               12/31/2006            1,279,418
   122                                                                        603,960               12/31/2006            1,009,950
   123        -194,859   12/31/2004    -187,765              12/31/2005      -194,846               12/31/2006              867,095
   124         584,614   12/31/2004     683,544              12/31/2005       684,546               12/31/2006              962,680
   125         513,972   12/31/2004     566,630              12/31/2005       601,446               12/31/2006              794,785
   126                                  713,433              12/31/2005       774,900               12/31/2006              977,279
   127                                  655,042              12/31/2005       675,372               12/31/2006              894,921
   128                                  529,343              12/31/2005       514,394               12/31/2006              776,572
   129         593,682   12/31/2005     683,232              12/31/2006       721,630          01/31/2007 (TTM)           1,520,858
   130         565,182   12/31/2004     573,216              12/31/2005       536,019          12/31/2006 (TTM)           1,157,039
   131                                  663,567              12/31/2005       689,597               12/31/2006              917,026
   132         827,191   12/31/2005     917,707              12/31/2006       957,084           2/28/2007 (TTM)           2,148,945
   133         451,684   12/31/2004     653,387              12/31/2005       820,645               12/31/2006            1,899,465
   134                                                                                                                      968,073
   135         358,067   12/31/2004     507,888              12/31/2005       631,624               12/31/2006              941,454
   136                                                                                                                      752,048
   137                                  675,883              12/31/2005       658,017               12/31/2006              999,603
   138         494,671   12/31/2004     569,768              12/31/2005       578,542               12/31/2006              779,377
  138.1        233,395   12/31/2004     299,847              12/31/2005       301,585               12/31/2006              443,881
  138.2        261,276   12/31/2004     269,921              12/31/2005       276,957               12/31/2006              335,496
   139                                                                                                                      620,004
   140                                  510,028              12/31/2006       593,698           2/28/2007 (TTM)             911,000
   141                                  622,974              12/31/2005       304,744               12/31/2006              825,921
   142                                                                                                                      743,842
   143         627,672   12/31/2005     598,884              12/31/2006       574,612           3/31/2007 (TTM)           1,417,626
   144                                                                                                                      475,000
   145         419,500   12/31/2004     673,226              12/31/2005       745,571               12/31/2006            1,188,227
   146         664,355   12/31/2004     680,646              12/31/2005       634,214               12/31/2006              901,112
   147                                  937,979          9/30/2006 (TTM)      930,975           3/31/2007 (TTM)           2,202,098
   148         450,732   12/31/2004     521,569              12/31/2005       541,358               12/31/2006              639,124
   149                                                                        162,486               12/31/2006              848,804
   150         573,463   12/31/2004     563,002              12/31/2005       583,990               12/31/2006              765,929
   151         476,473   12/31/2005     509,441              12/31/2006       515,741                1/31/2007              841,611
   152                                                                        507,655                  Various              875,578
  152.1                                                                       322,637               12/31/2006              468,144
  152.2                                                                       185,019               12/31/2006              234,873
  152.3                                                                                                                     172,561
   153         711,917   12/31/2005     607,458              12/31/2006       603,356           2/28/2007 (TTM)           1,376,108
   154         605,787   12/31/2005     604,271              12/31/2006       621,891           2/28/2007 (TTM)           1,329,500
   155         644,948   12/31/2005     685,274              12/31/2006       704,056           2/28/2007 (TTM)           1,632,624
   156                                                                        244,741               12/31/2006              689,208
   157                                                                                                                      578,539
   158        -142,208   12/31/2004      46,676              12/31/2005       393,658               12/31/2006              827,906
   159         465,783   12/31/2004     498,545              12/31/2005       498,147               12/31/2006              619,243
                                                                                                                            711,070
   160                                                                                                                      374,179
   161                                                                                                                      336,891
   162                                                                                                                      786,477
   163                                                                                                                      847,076
   164                                                                                                                      578,863
   165                                   69,233              12/31/2005       767,778               12/31/2006            1,910,264
   166         337,947   12/31/2005     482,474              12/31/2006       491,791           3/31/2007 (TTM)             795,612
   167                                  333,248              12/31/2005       375,800               12/31/2006              814,982
   168                                                                                                                      854,379
   169         236,800   12/31/2004     314,000              12/31/2005       316,910               12/31/2006              663,984
   170         326,456   12/31/2004     348,547              12/31/2005       348,689               12/31/2006              736,108
   171                                  467,218              12/31/2005       532,035               12/31/2006              756,115
   172         569,048   12/31/2004     480,983              12/31/2005       541,160               12/31/2006            1,017,445
   173                                  304,173              12/31/2006       280,010           2/28/2007 (TTM)             682,086
   174         515,725   12/31/2004     536,451              12/31/2005       565,445                7/31/2006              926,759
  174.1        186,384   12/31/2004     196,197              12/31/2005       215,958                7/31/2006              338,661
  174.2        105,070   12/31/2004     109,419              12/31/2005       114,465                7/31/2006              176,855
  174.3        113,480   12/31/2004     115,467              12/31/2005       119,287                7/31/2006              223,016
  174.4        110,791   12/31/2004     115,367              12/31/2005       115,734                7/31/2006              188,226
   175                                  437,845              12/31/2005       453,359               12/31/2006            1,007,808
   176                                  174,306              12/31/2005       262,001               12/31/2006              569,971
   177                                  373,313              12/31/2005       379,888               12/31/2006              696,193
   178         636,039   12/31/2004     998,831              12/31/2005     1,659,966           1/31/2007 (TTM)           6,863,690
   179         474,862   12/31/2004     536,737              12/31/2005       546,643               12/31/2006              869,499
   180                                                                                                                    1,303,428
   181         463,253   12/31/2004     415,244              12/31/2005       486,467               12/31/2006              848,058
   182         526,246   12/31/2004     449,867              12/31/2005       290,517               12/31/2006            4,868,370
   183         777,478   12/31/2004     916,504              12/31/2005       989,116               12/31/2006            1,924,862
   184         405,497   12/31/2005     469,005              12/31/2006       449,435                2/28/2007              897,083
   185                                                                                                                      636,836
   186                                                                                                                      824,446
   187         399,931   12/31/2004     529,342   11/30/2005 (T-11 Ann.)      489,816      1/31/2007 (T-9 Ann.)             589,583
   188         138,087   12/31/2004     209,816              12/31/2005       276,497               12/31/2006              591,401
   189                                                                       -151,358                3/31/2007              688,438
   190                                                                        269,343           2/28/2007 (TTM)             741,487
   191                                                                                                                      634,317
   192                                                                        445,756               12/31/2006              745,111
   193                                                                                                                      544,286
   194                                  470,001              12/31/2005       419,374               12/31/2006              646,716
   195         407,951   12/31/2004     424,951              12/31/2005       438,491               12/31/2006              520,109
   196                                                                                                                      693,435
  196.1                                                                                                                     295,192
  196.2                                                                                                                     250,958
  196.3                                                                                                                     147,284
   197         440,401   12/31/2004     467,144              12/31/2005       454,806               12/31/2006              691,653
   198         555,471   12/31/2004     473,624              12/31/2005       458,638           8/31/2006 (TTM)             557,185
   199         468,230   12/31/2004     523,534              12/31/2005       574,774               12/31/2006              568,466
   200         194,589   12/31/2004     213,553              12/31/2005       288,588               12/31/2006              548,711
   201         506,895   12/31/2004     512,341              12/31/2005       827,934          11/30/2006 (TTM)           2,083,122
   202         417,953   12/31/2004     391,131              12/31/2005       426,130               12/31/2006              765,508
   203         350,302   12/31/2004     337,740              12/31/2005       440,125               12/31/2006              445,749
   204         371,928   12/31/2004     365,015              12/31/2005       333,617               12/31/2006              540,308
   205         404,314   12/31/2005     422,219              12/31/2006       418,532           3/31/2007 (TTM)             545,455
   206                                                                        438,289               12/31/2006              466,276
   207                                                                                                                      415,215
   208                                                                                                                      608,906
   209                                  -60,366              12/31/2005       180,099               12/31/2006              589,540
   210         423,806   12/31/2004     429,687              12/31/2005       504,919               12/31/2006              658,635
   211                                                                                                                      451,339
   212         338,301   12/31/2004     347,403              12/31/2005       361,311               12/31/2006              656,637
   213                                  453,878          9/30/2005 (TTM)      453,996           9/30/2006 (TTM)             431,300
   214         581,050   12/31/2004     609,770              12/31/2005       459,477               12/31/2006              640,023
   215                                  459,667              12/31/2005       469,361               12/31/2006              485,219
   216         364,640   12/31/2005     533,284              12/31/2006       546,855                2/28/2007            1,281,868
   217         455,623   12/31/2004     474,782              12/31/2005       499,870               12/31/2006              575,492
   218         598,372   12/31/2004     782,505              12/31/2005       738,121               12/31/2006            1,980,546
   219                                  182,302              12/31/2005       292,204               12/31/2006              679,511
   220         641,327   12/31/2004     576,968              12/31/2005       682,522               12/31/2006            1,021,660
   221                                                                                                                      428,875
   222                                                                                                                      421,323
   223                                                                         93,653               12/31/2006              456,343
   224                                                                                                                      448,710
   225                                                                                                                      457,568
   226         669,276   12/31/2004     817,043              12/31/2005       927,276               12/31/2006            1,917,801
   227                                  311,695              12/31/2005       371,165               12/31/2006              490,294
   228         340,263   12/31/2004     355,707              12/31/2005       397,186               12/31/2006              400,441
   229                                                                        145,861               12/31/2006              610,108
   230                                                                                                                      428,348
   231         354,995   12/31/2004     359,014              12/31/2005       368,587               12/31/2006              415,739
   232         312,600   12/31/2004     317,000              12/31/2005       370,000               12/31/2006              697,309
   233                                                                        215,539               11/30/2006              563,872
   234         485,572   12/31/2004     498,095              12/31/2005       525,742               12/31/2006              958,755
   235                                                                        257,043               12/31/2006              557,940
   236         610,471   12/31/2004     599,213              12/31/2005       610,079               12/31/2006              703,957
   237         375,914   12/31/2004     480,350              12/31/2005       935,742               12/31/2006            1,714,860
   238                                  202,585              12/31/2005       238,118               12/31/2006              378,582
   239         279,559   12/31/2004     401,040              12/31/2005       413,269               12/31/2006              651,161
   240                                  234,597              12/31/2005       327,477               12/31/2006              560,291
   241                                  112,419              12/31/2005       276,170               12/31/2006              493,209
   242                                  313,691              12/31/2005       319,462               12/31/2006              701,554
   243                                                                                                                      285,313
   244                                  234,799              12/31/2005       299,571               12/31/2006              360,252
   245                                  384,955              12/31/2005       419,559               12/31/2006              696,546
  245.1                                 249,555              12/31/2005       278,309               12/31/2006              458,637
  245.2                                 135,400              12/31/2005       141,249               12/31/2006              237,909
   246                                                                        133,085               12/31/2006              446,591
   247                                  259,311              12/31/2005       305,507               12/31/2006              482,328
   248         294,672   12/31/2005     358,168              12/31/2006       368,545           3/31/2007 (TTM)             455,771
   249                                  330,767              12/31/2005       443,148               12/31/2006              556,320
   250                                                                                                                      274,217
   251                                  242,738              12/31/2005       233,721               12/31/2006              317,204
   252                                  173,354              12/31/2005       270,122               12/31/2006              395,299
   253         351,210   12/31/2004     352,083              12/31/2005       350,195               12/31/2006              391,104
  253.1        195,396   12/31/2004     197,760              12/31/2005       196,171               12/31/2006              234,639
  253.2        155,814   12/31/2004     154,323              12/31/2005       154,024               12/31/2006              156,465
   254         367,615   12/31/2004     384,018              12/31/2005       341,073               12/31/2006              536,246
   255         460,686   12/31/2004     633,828              12/31/2005       544,701               12/31/2006            1,570,220
   256                                                                                                                      362,662
   257                                                                                                                      437,106
   258                                                                                                                      341,424
   259                                  173,666              12/31/2005       330,258               12/31/2006              516,355
   260         292,651   12/31/2005     301,212              12/31/2006       319,442                2/28/2007              661,759
   261          -2,425   12/31/2004     149,884              12/31/2005       311,941          12/31/2006 (TTM)           1,146,682
   262         144,287   12/31/2004     185,060              12/31/2005       201,763               12/31/2006              334,464
   263         478,235   12/31/2004     459,703              12/31/2005       270,949               12/31/2006              385,041
   264                                                                        169,340               12/31/2006              297,570
   265         247,905   12/31/2004     258,679              12/31/2005       302,335               12/31/2006              445,263
   266                                                                                                                      260,214
   267         422,266   12/31/2004     727,633              12/31/2005       588,483               12/31/2006            1,472,180
   268         280,332   12/31/2004     331,249              12/31/2005       409,338               12/31/2006              970,185
   269         217,436   12/31/2004     260,165              12/31/2005       254,846               12/31/2006              477,668
   270         265,453   12/31/2004     378,160              12/31/2005       450,866               12/31/2006            1,087,738
   271         325,321   12/31/2004     371,339              12/31/2005       365,085               12/31/2006              857,911
   272         203,461   12/31/2004     157,128              12/31/2005       208,253               12/31/2006              423,168
   273         259,195   12/31/2005     268,393              12/31/2006       255,946                2/28/2007              552,762
   274         192,577   12/31/2004     171,470              12/31/2005       179,568               12/31/2006              459,466
   275                                                                                                                      265,298
   276                                  242,329              12/31/2006       250,876                2/28/2007              690,010
   277                                  197,343              12/31/2005       197,008               12/31/2006              291,937
   278                                  225,885              12/31/2005       173,191               12/31/2006              385,009
   279                                  203,188              12/31/2005       207,067               12/31/2006              403,055
   280         284,797   12/31/2004     408,784              12/31/2005       456,284               12/31/2006            1,399,863
   281                                                                        219,271               12/31/2006              249,706
   282                                  194,423              12/31/2005       204,802               12/31/2006              250,596
   283                                                                                                                      223,583
   284                                                                                                                      272,860
   285                                                                        288,231      3/31/2007 (T-6 Ann.)             326,006
   286                                                                                                                      252,770
   287                                  229,869              12/31/2005       217,971               12/31/2006              440,385
   288                                                                                                                      206,601
   289         118,468   12/31/2004     185,447              12/31/2005       194,290               12/31/2006              256,846
   290         209,629   12/31/2005     188,868              12/31/2006       184,055           2/28/2007 (TTM)             412,391
   291                                   36,129              12/31/2005       138,493               12/31/2006              432,420
   292          89,843   12/31/2004      87,797              12/31/2005       188,121               12/31/2006              432,665
   293                                                                         98,829     12/31/2006 (T-4 Ann.)             229,911
   294                                                                                                                      247,572
   295                                  218,350              12/31/2005       219,170               12/31/2006              223,767
   296                                                                                                                      194,952
   297         366,153   12/31/2004     369,927              12/31/2005       434,318      6/30/2006 (T-6 Ann.)             354,181
   298         163,553   12/31/2005     171,176              12/31/2006       171,954           4/20/2007 (TTM)             284,061
   299         162,342   12/31/2004     144,934              12/31/2005       147,538               12/31/2006              243,939
   300         419,509   12/31/2004     459,189              12/31/2005       417,710               12/31/2006              809,936
   301                                                                                                                      274,322
   302                                  157,155              12/31/2005       191,067               12/31/2006              290,221
   303                                  148,589              12/31/2005       155,948               12/31/2006              234,109
   304         290,656   12/31/2004     207,934              12/31/2005       224,698               12/31/2006              436,927
   305                                                                        103,707               12/31/2006              269,151
   306         296,418   12/31/2004     549,932              12/31/2005       484,185               12/31/2006            1,201,592
   307                                                                                                                      277,714
   308         208,874   12/31/2004     209,932              12/31/2005       237,343               12/31/2006              446,254
   309                                  233,178              12/31/2005       255,820               12/31/2006              519,029
   310                                                                                                                      225,730
   311                                  134,742              12/31/2005       158,411               12/31/2006              179,990
   312                                                                        286,141               12/31/2006              178,979
   313                                                                        146,747               12/31/2006              177,689
   314                                                                                                                      120,360
   315                                                                        121,678               12/31/2006              202,041
   316                                                                                                                      251,900
   317                                                                        134,621               12/31/2006              261,361
   318                                                                                                                      102,000
   319                                                                                                                       99,450
   320         134,395   12/31/2004     154,351              12/31/2005       162,383               12/31/2006              198,592
   321                                                                                                                       96,900
   322                                                                        105,055               12/31/2006              137,307
   323                                                                                                                      157,716
   324                                   88,031              12/31/2005        98,483               12/31/2006              120,562
   325                                                                                                                      170,018
   326          76,966   12/31/2004      75,009              12/31/2005       115,034               12/31/2006              139,079


                                                               UW
                                                         DSCR (x)(2)(3)        CUT-OFF DATE
                UW            UW            UW           (4)(6)(7)(18)        LTV (%)(3)(5)         ORIGINAL
 LOAN #      EXPENSES       NOI ($)     NCF ($)(2)(21)    (19)(20)(21)       (7)(18)(19)(20)   BALANCE ($)(8)(12)
---------------------------------------------------------------------------------------------------------------------

    1          5,322,035     8,047,146    7,981,134           1.31                75.5                   105,000,000
    2          3,233,507     7,096,095    6,892,728           1.21                79.9                   101,500,000
    3          2,875,148     5,040,010    4,707,151           1.30                71.9                    58,000,000
    4          5,858,607     4,717,862    4,294,803           1.54                69.5                    46,250,000
    5            135,176     4,370,687    4,303,487           1.35                68.2                    45,000,000
    6          4,298,539     2,986,376    2,774,376           1.25                76.0                    40,000,000
    7            785,817     3,057,832    2,906,430           1.23                80.0                    40,000,000
    8            721,422     2,440,731    2,315,525           1.24                71.7                    38,000,000
    9            834,603     2,827,547    2,742,506           1.37                73.8                    35,000,000
   10          1,657,898     2,773,747    2,680,747           1.38                72.4                    33,300,000
   11          1,636,637     8,051,447    7,890,418           1.50                65.6                    33,000,000
  11.01                                                                                                      794,867
  11.02                                                                                                      791,609
  11.03                                                                                                      772,063
  11.04                                                                                                      719,941
  11.05                                                                                                      713,425
  11.06                                                                                                      710,168
  11.07                                                                                                      700,395
  11.08                                                                                                      697,137
  11.09                                                                                                      697,137
  11.10                                                                                                      687,364
  11.11                                                                                                      687,364
  11.12                                                                                                      684,107
  11.13                                                                                                      680,849
  11.14                                                                                                      661,303
  11.15                                                                                                      661,303
  11.16                                                                                                      651,530
  11.17                                                                                                      651,530
  11.18                                                                                                      648,273
  11.19                                                                                                      622,211
  11.20                                                                                                      615,696
  11.21                                                                                                      612,438
  11.22                                                                                                      602,665
  11.23                                                                                                      589,635
  11.24                                                                                                      576,604
  11.25                                                                                                      573,347
  11.26                                                                                                      573,347
  11.27                                                                                                      557,058
  11.28                                                                                                      557,058
  11.29                                                                                                      553,801
  11.30                                                                                                      553,801
  11.31                                                                                                      550,543
  11.32                                                                                                      537,512
  11.33                                                                                                      530,997
  11.34                                                                                                      524,482
  11.35                                                                                                      524,482
  11.36                                                                                                      504,936
  11.37                                                                                                      498,420
  11.38                                                                                                      498,420
  11.39                                                                                                      498,420
  11.40                                                                                                      491,905
  11.41                                                                                                      488,648
  11.42                                                                                                      478,875
  11.43                                                                                                      478,875
  11.44                                                                                                      472,360
  11.45                                                                                                      469,102
  11.46                                                                                                      459,329
  11.47                                                                                                      452,814
  11.48                                                                                                      452,814
  11.49                                                                                                      420,237
  11.50                                                                                                      410,464
  11.51                                                                                                      384,403
  11.52                                                                                                      374,630
  11.53                                                                                                      371,372
  11.54                                                                                                      355,084
  11.55                                                                                                      338,796
  11.56                                                                                                      325,765
  11.57                                                                                                      315,992
  11.58                                                                                                      296,446
  11.59                                                                                                      280,158
  11.60                                                                                                      237,808
  11.61                                                                                                      205,232
  11.62                                                                                                      172,656
   12            924,852     2,455,113    2,379,749           1.25                78.1                    32,900,000
   13          2,090,651     3,063,344    2,978,750           1.59                70.6                    32,900,000
   14          1,922,113     1,798,077    1,732,737           1.15                55.3                    29,000,000
  14.1         1,241,834     1,164,190    1,122,170                                                       18,560,000
  14.2           680,278       633,886      610,566                                                       10,440,000
   15          1,689,094     2,237,179    2,162,187           1.38                61.2                    27,500,000
               2,154,887     2,900,641    2,727,635           1.29                66.3                    27,500,000
   16          1,176,751     2,016,716    1,914,466           1.29                66.3                    18,300,000
   17            634,383       651,383      603,236           1.29                66.3                     6,825,000
   18            343,753       232,542      209,933           1.29                66.3                     2,375,000
   19          6,881,046     2,896,621    2,505,514           1.39                66.1                    25,800,000
   20          2,495,256     2,458,525    2,282,525           1.27                80.0                    25,000,000
   21            635,750     1,889,308    1,789,546           1.31                78.0                    23,400,000
   22            629,086     1,645,717    1,578,961           1.27                78.7                    21,250,000
   23          1,275,148     1,442,779    1,403,441           1.18                58.0                    21,250,000
   24            680,408     1,548,509    1,517,109           1.17                75.8                    20,150,000
   25          1,046,900     2,049,381    1,854,942           1.41                71.5                    19,000,000
   26            822,637     1,473,652    1,363,593           1.28                78.9                    18,700,000
   27            487,914     1,476,298    1,428,145           1.32                80.0                    18,600,000
   28            625,798     1,524,109    1,379,580           1.23                75.4                    18,400,000
   29            906,815     1,471,181    1,441,728           1.25                68.7                    18,000,000
   30          1,606,031     1,444,450    1,327,450           1.29                69.8                    17,800,000
   31             83,454     2,002,885    1,952,485           1.52                72.0                    17,290,000
   32            497,868     1,592,439    1,473,718           1.21                79.4                    17,260,000
  32.1                                                                                                     5,196,000
  32.2                                                                                                     4,800,000
  32.3                                                                                                     3,584,000
  32.4                                                                                                     1,880,000
  32.5                                                                                                     1,800,000
   33            542,702     1,566,267    1,496,938           1.26                68.3                    17,150,000
   34            344,570     1,415,771    1,320,066           1.34                77.8                    17,120,000
   35            488,398     1,453,585    1,316,342           1.19                79.9                    16,400,000
  35.1           211,212       547,351      497,341                                                        6,000,000
  35.2           159,575       482,535      434,014                                                        5,600,000
  35.3           117,611       423,699      384,987                                                        4,800,000
   36            588,422     1,316,661    1,207,179           1.31                80.0                    16,000,000
   37            210,753     1,245,579    1,195,323           1.15                78.8                    16,000,000
   38            377,519     1,256,405    1,206,114           1.36                76.3                    15,800,000
   39          1,167,138     1,711,055    1,545,269           1.80                62.5                    15,500,000
  39.1           295,605       687,093      628,727                                                        6,300,000
  39.2           713,175       794,591      710,002                                                        6,000,000
  39.3           158,358       229,371      206,540                                                        3,200,000
   40            433,154     1,119,833    1,061,128           1.20                75.8                    15,150,000
   41            477,381     1,287,755    1,240,291           1.20                71.1                    15,000,000
   42            395,704     1,446,183    1,309,291           1.30                79.5                    14,700,000
   43            805,706     1,043,946      999,306           1.19                73.3                    14,700,000
   44            588,325     1,328,727    1,242,360           1.24                77.1                    14,650,000
   45            390,898     1,118,624    1,082,227           1.33                73.3                    14,600,000
   46            659,638     1,269,541    1,211,541           1.23                79.3                    14,600,000
   47            818,805     1,418,362    1,289,637           1.41                73.5                    14,500,000
   48          2,455,199     3,105,750    2,901,267           2.93                30.6                    14,500,000
   49          5,943,341     1,854,789    1,542,864           1.56                65.9                    14,250,000
   50            807,487     1,082,715    1,025,715           1.25                67.6                    14,200,000
   51            485,965     1,399,134    1,325,454           1.36                67.6                    14,000,000
   52            570,776     1,242,409    1,164,800           1.22                79.8                    14,000,000
   53            296,781     1,223,915    1,146,414           1.19                80.0                    13,840,000
   54            674,105       996,070      967,782           1.25                70.2                    13,825,000
   55            991,787     1,204,943    1,053,819           1.32                73.0                    13,800,000
   56            565,616     1,025,833    1,013,083           1.28                75.9                    13,750,000
   57          2,269,210     1,467,162    1,317,707           1.35                72.5                    13,700,000
   58            549,608       983,198      963,948           1.30                77.6                    13,350,000
   59            708,102     1,229,334    1,142,663           1.32                76.0                    13,300,000
   60          1,128,025     1,157,634    1,092,634           1.21                64.7                    13,000,000
   61            463,701     1,151,953    1,077,598           1.21                85.7                    12,848,000
   62          1,490,216     1,323,331    1,132,916           1.29                76.4                    12,720,000
   63            319,788       932,755      910,311           1.28                79.7                    12,560,000
   64          1,109,600       954,560      884,560           1.27                79.6                    12,100,000
   65            579,469     1,084,251      987,960           1.15                77.6                    12,000,000
  65.1           202,372       311,644      279,450                                                        3,405,000
  65.2            60,890       223,122      208,652                                                        2,380,000
  65.3           133,622       147,768      136,768                                                        1,750,000
  65.4            27,247       106,012      100,249                                                        1,230,000
  65.5            70,119       119,955      104,203                                                        1,115,000
  65.6            30,194        67,543       61,110                                                          930,000
  65.7            30,832        54,224       49,101                                                          600,000
  65.8            24,193        53,983       48,427                                                          590,000
   66          2,330,691     1,632,236    1,434,089           1.28                69.7                    11,900,000
  66.1         1,095,942       828,577      732,351                                                        6,040,000
  66.2           522,046       384,044      338,739                                                        3,300,000
  66.3           712,703       419,615      362,999                                                        2,560,000
   67            277,584     1,008,203      997,722           1.24                74.2                    11,500,000
   68            994,379       973,966      911,966           1.15                77.7                    11,500,000
   69            251,235     1,053,976    1,044,787           1.31                78.4                    11,500,000
   70          1,203,000     1,087,585      969,585           1.20                71.4                    11,250,000
   71            241,146     1,090,733    1,032,583           1.34                80.0                    11,160,000
   72            313,839       945,420      909,687           1.21                68.3                    11,130,000
   73            570,052     1,084,749    1,011,053           1.24                71.3                    11,000,000
   74            692,611     1,031,303      923,649           1.22                78.7                    10,900,000
   75            242,840       966,155      904,930           1.20                74.1                    10,900,000
   76            530,370       983,257      903,753           1.16                71.6                    10,850,000
   77            807,945       880,779      824,779           1.15                78.8                    10,400,000
   78            301,529       900,793      860,544           1.20                79.7                    10,280,000
   79            692,237       967,447      941,252           1.21                77.3                    10,100,000
  79.1           366,961       545,987      531,879                                                        5,600,000
  79.2           325,276       421,460      409,373                                                        4,500,000
   80          2,556,357     1,191,392    1,004,005           1.42                74.7                    10,100,000
   81            358,776       870,817      816,343           1.24                76.9                    10,000,000
   82            326,552       956,435      845,804           1.24                69.3                     9,600,000
   83            908,376       911,960      842,960           1.29                80.0                     9,600,000
   84            236,245       720,151      675,643           1.27                80.0                     9,520,000
   85            270,032       824,519      779,871           1.18                79.2                     9,500,000
   86            322,005       836,545      805,329           1.49                78.5                     9,500,000
   87            386,097     1,116,333    1,068,818           1.50                53.0                     9,482,343
   88            591,517       927,688      831,386           1.27                68.5                     9,380,000
   89            280,365       770,905      702,918           1.33                80.0                     9,200,000
   90            220,139       836,782      777,787           1.20                78.9                     9,176,000
   91            437,904       692,220      672,716           1.26                70.2                     9,130,000
   92            861,523       860,042      803,042           1.20                67.5                     9,040,000
   93          1,792,070     1,041,503      928,160           1.49                68.7                     9,000,000
   94            421,033       872,855      778,172           1.24                72.2                     9,000,000
   95            720,869       877,751      852,690           1.31                60.2                     9,000,000
   96            438,307       775,929      727,702           1.37                72.1                     8,800,000
   97            352,501       664,689      639,689           1.25                71.5                     8,800,000
   98            296,411     1,242,989    1,175,950           2.03                51.2                     8,500,000
   99            293,527       759,591      696,505           1.20                64.4                     8,500,000
   100            13,485       660,786      660,786           1.40                80.0                     8,400,000
   101           447,814       738,215      708,715           1.24                75.7                     8,250,000
   102         2,089,725     1,270,986    1,136,559           1.94                52.8                     8,250,000
   103           262,022       643,528      616,694           1.32                78.8                     8,075,000
   104           396,110       781,587      726,908           1.26                74.5                     8,000,000
  104.1          151,467       271,882      266,108                                                        2,940,000
  104.2           97,441       200,292      193,236                                                        2,110,000
  104.3           56,727       138,238      121,554                                                        1,340,000
  104.4           44,392        97,898       82,102                                                          910,000
  104.5           46,083        73,277       63,908                                                          700,000
   105           306,330       819,366      760,167           1.34                74.4                     8,000,000
   106           173,189       673,110      645,263           1.16                74.2                     8,000,000
   107           348,305       811,062      766,914           1.38                79.9                     7,920,000
   108           287,617       792,369      735,165           1.30                73.5                     7,900,000
   109           432,525       841,375      777,871           1.39                63.3                     7,900,000
   110            23,600       566,400      565,153           1.23                79.6                     7,700,000
   111           224,891       626,660      611,871           1.20                77.7                     7,660,000
   112           784,923       738,822      662,864           1.24                74.1                     7,600,000
   113         1,955,997       908,842      794,248           1.36                73.3                     7,600,000
   114           236,745       676,901      622,733           1.25                77.0                     7,560,000
   115           453,658       665,886      595,664           1.39                80.0                     7,520,000
   116           350,513       708,124      642,144           1.47                67.6                     7,500,000
   117           390,539       727,559      655,296           1.20                79.8                     7,500,000
   118           540,440       657,725      617,990           1.18                69.8                     7,500,000
   119            86,660       642,092      616,314           1.19                68.8                     7,400,000
   120           182,288       699,876      662,586           1.51                65.1                     7,400,000
   121           543,948       735,470      691,470           1.29                79.4                     7,400,000
   122           343,010       666,940      604,142           1.19                69.0                     7,385,000
   123           194,915       672,181      629,236           1.22                70.0                     7,350,000
   124           231,791       730,889      705,350           1.35                61.4                     7,300,000
   125           208,791       585,994      571,364           1.40                77.5                     7,300,000
   126           222,492       754,787      706,389           1.39                63.5                     7,250,000
   127           244,992       649,929      608,887           1.22                79.1                     7,200,000
   128           240,329       536,243      510,101           1.22                80.0                     7,200,000
   129           820,142       700,716      593,880           1.20                77.2                     7,150,000
   130           553,830       603,209      588,259           1.20                78.5                     7,100,000
   131           332,156       584,870      547,438           1.20                71.4                     7,000,000
   132         1,226,201       922,744      815,297           1.70                73.7                     7,000,000
   133         1,115,410       784,055      708,076           1.39                77.6                     7,000,000
   134           238,526       729,547      695,699           1.44                75.0                     6,900,000
   135           375,503       565,951      508,122           1.29                79.4                     6,750,000
   136           214,754       537,294      512,499           1.31                78.2                     6,650,000
   137           365,286       634,317      583,932           1.28                71.9                     6,600,000
   138           210,241       569,136      555,498           1.21                62.3                     6,600,000
  138.1          153,749       290,132      280,433                                                        3,486,792
  138.2           56,492       279,004      275,065                                                        3,113,208
   139            18,600       601,404      600,143           1.50                66.4                     6,570,000
   140           358,689       552,311      524,311           1.22                75.0                     6,500,000
   141           198,493       627,428      573,644           1.29                73.4                     6,400,000
   142           186,318       557,525      513,996           1.23                79.0                     6,400,000
   143           802,599       615,027      571,027           1.22                74.6                     6,340,000
   144             9,500       465,500      464,074           1.26                78.9                     6,250,000
   145           376,294       811,933      772,933           1.81                59.5                     6,100,000
   146           179,205       721,907      690,935           1.71                48.4                     6,000,000
   147         1,325,098       877,000      788,916           1.70                63.1                     6,000,000
   148           156,512       482,612      476,337           1.21                64.0                     6,000,000
   149           268,853       579,950      535,256           1.30                73.3                     5,940,000
   150           200,621       565,308      521,229           1.31                74.2                     5,950,000
   151           318,332       523,278      513,002           1.23                78.8                     5,922,000
   152           278,219       597,359      565,301           1.37                71.7                     5,817,326
  152.1          138,379       329,765      327,841                                                        3,156,132
  152.2           78,543       156,330      138,366                                                        1,549,374
  152.3           61,297       111,264       99,095                                                        1,111,819
   153           753,077       623,031      575,281           1.76                70.0                     5,800,000
   154           716,174       613,326      559,326           1.71                57.4                     5,800,000
   155           919,313       713,311      664,311           2.03                56.3                     5,800,000
   156           169,270       519,938      482,961           1.19                80.0                     5,760,000
   157            17,356       561,182      524,942           1.24                73.0                     5,700,000
   158           303,573       524,333      479,964           1.20                64.3                     5,689,000
   159           133,372       485,871      478,722           1.20                80.0                     5,640,000
                 159,006       552,064      515,840           1.31                79.3                     5,600,000
   160            85,026       289,153      268,258           1.31                79.3                     2,880,000
   161            73,980       262,911      247,582           1.31                79.3                     2,720,000
   162           279,665       506,812      478,886           1.41                68.3                     5,600,000
   163           310,916       536,160      507,346           1.50                70.0                     5,600,000
   164            94,727       484,136      467,493           1.25                78.8                     5,575,000
   165         1,126,155       784,109      707,698           1.63                69.6                     5,600,000
   166           310,180       485,432      441,189           1.19                71.8                     5,550,000
   167           328,888       486,094      468,344           1.22                73.3                     5,500,000
   168           202,754       651,625      610,610           1.62                59.1                     5,440,000
   169           158,583       505,401      462,798           1.22                64.4                     5,350,000
   170           273,356       462,751      435,688           1.41                80.3                     5,300,000
   171           247,957       508,158      497,008           1.32                77.4                     5,300,000
   172           555,373       462,072      432,072           1.20                80.0                     5,280,000
   173           228,507       453,579      435,720           1.20                70.9                     5,270,000
   174           415,325       511,434      479,112           1.25                76.7                     5,300,000
  174.1          137,804       200,857      191,819                                                        2,240,525
  174.2           74,575       102,280       96,501                                                        1,081,633
  174.3          109,687       113,329      101,329                                                        1,050,729
  174.4           93,258        94,968       89,463                                                          927,114
   175           516,285       491,523      458,523           1.25                73.0                     5,265,000
   176           100,994       468,977      447,402           1.46                73.2                     5,200,000
   177           238,363       457,830      412,261           1.16                72.9                     5,100,000
   178         5,451,765     1,411,926    1,137,378           2.44                74.2                     5,060,000
   179           322,115       547,384      512,884           1.46                75.8                     5,000,000
   180           658,487       644,940      531,887           1.51                62.1                     5,000,000
   181           358,065       489,993      456,009           1.28                64.9                     5,000,000
   182         1,313,792     3,554,578    3,317,094           9.60                 7.3                     5,000,000
   183         1,117,984       806,878      729,884           1.44                70.4                     5,000,000
   184           431,872       465,211      435,211           1.27                80.0                     4,896,000
   185           160,664       476,172      433,967           1.27                72.0                     4,860,000
   186           182,399       642,047      609,580           1.82                54.5                     4,850,000
   187           135,666       453,917      412,123           1.21                80.0                     4,800,000
   188           195,218       396,183      356,509           1.27                76.2                     4,800,000
   189           248,384       440,055      415,055           1.22                77.2                     4,800,000
   190           242,066       499,421      450,075           1.25                79.2                     4,750,000
   191           163,441       470,876      439,492           1.29                73.9                     4,750,000
   192           275,304       469,807      444,896           1.34                68.1                     4,700,000
   193           141,000       403,286      382,226           1.15                75.8                     4,700,000
   194           214,492       432,224      405,824           1.24                78.9                     4,657,000
   195           100,290       419,819      392,637           1.23                79.2                     4,600,000
   196           296,471       396,964      388,277           1.44                76.5                     4,550,000
  196.1          128,599       166,594      163,189                                                        1,911,765
  196.2          124,343       126,616      123,475                                                        1,468,235
  196.3           43,530       103,754      101,614                                                        1,170,000
   197           214,300       477,353      412,659           1.31                79.3                     4,520,000
   198           183,976       373,210      341,850           1.60                40.0                     4,500,000
   199           114,853       453,613      421,229           1.33                64.2                     4,500,000
   200           148,298       400,413      361,886           1.17                74.6                     4,400,000
   201         1,338,087       745,035      664,617           1.36                50.7                     4,400,000
   202           355,620       409,888      373,638           1.44                80.0                     4,360,000
   203            76,757       368,992      351,640           1.20                78.9                     4,300,000
   204           164,992       375,316      361,735           1.22                75.4                     4,300,000
   205           179,171       366,284      357,284           1.44                52.1                     4,250,000
   206            60,670       405,606      385,351           1.28                70.8                     4,250,000
   207            64,717       350,498      343,014           1.17                78.8                     4,200,000
   208            91,356       517,550      475,496           1.61                79.8                     4,150,000
   209           223,414       366,126      350,126           1.26                77.5                     4,100,000
   210           264,095       394,540      376,090           1.32                70.6                     4,100,000
   211            13,540       437,799      417,559           1.34                78.5                     4,030,000
   212           306,072       350,565      327,924           1.23                70.2                     4,000,000
   213            12,939       418,361      363,568           1.31                63.2                     4,000,000
   214           272,377       367,646      344,892           1.23                59.0                     4,000,000
   215            19,409       465,810      453,182           1.62                64.0                     4,000,000
   216         1,224,357       538,796      470,982           1.66                72.7                     4,000,000
   217           158,376       417,116      378,268           1.22                73.2                     4,000,000
   218         1,388,616       591,930      508,348           1.68                64.3                     4,000,000
   219           309,300       370,211      342,095           1.20                75.8                     3,950,000
   220           385,866       635,794      559,545           1.98                44.3                     3,900,000
   221           102,356       326,519      313,515           1.20                76.4                     3,900,000
   222           104,377       316,946      278,056           1.29                79.7                     3,850,000
   223            79,677       376,666      356,434           1.33                80.0                     3,820,000
   224            85,985       362,725      343,179           1.28                80.0                     3,800,000
   225           113,119       344,449      320,463           1.20                66.5                     3,800,000
   226         1,227,852       689,949      613,237           1.38                51.0                     3,800,000
   227           162,594       327,700      303,668           1.22                78.4                     3,600,000
   228            69,300       331,141      309,755           1.22                79.7                     3,600,000
   229           267,232       342,876      335,030           1.33                58.7                     3,600,000
   230           104,602       323,746      310,473           1.21                80.0                     3,600,000
   231            86,264       329,475      315,689           1.25                76.5                     3,600,000
   232           226,861       470,448      420,821           1.36                52.1                     3,600,000
   233           180,762       383,110      346,325           1.35                62.6                     3,550,000
   234           557,075       401,680      299,312           1.21                40.7                     3,500,000
   235           251,472       306,468      301,468           1.20                74.3                     3,500,000
   236           157,750       546,207      473,662           1.89                52.9                     3,500,000
   237         1,076,153       638,707      570,113           1.40                49.2                     3,500,000
   238           123,685       254,897      247,397           1.27                68.5                     3,400,000
   239           331,189       319,972      311,872           1.33                72.3                     3,400,000
   240           197,458       362,833      332,375           1.35                65.2                     3,400,000
   241           177,514       315,695      296,102           1.27                76.0                     3,360,000
   242           383,663       317,891      291,983           1.25                62.2                     3,360,000
   243             8,559       276,753      275,837           1.15                77.2                     3,350,000
   244            83,943       276,309      272,059           1.16                62.3                     3,300,000
   245           323,242       373,304      336,790           1.48                68.7                     3,300,000
  245.1          207,049       251,589      227,490                                                        2,200,000
  245.2          116,193       121,716      109,301                                                        1,100,000
   246           133,360       313,231      292,049           1.23                53.8                     3,280,000
   247           170,210       312,118      276,759           1.20                57.0                     3,250,000
   248           166,375       289,398      275,798           1.22                74.1                     3,200,000
   249           137,610       418,710      401,897           1.82                52.4                     3,200,000
   250             8,227       265,990      264,208           1.26                78.7                     3,150,000
   251            61,160       256,044      250,853           1.22                70.5                     3,100,000
   252           129,991       265,308      250,707           1.21                65.5                     3,100,000
   253            87,717       303,387      286,340           1.33                78.8                     3,050,000
  253.1           68,763       165,876      159,626                                                        1,607,752
  253.2           18,954       137,511      126,714                                                        1,442,248
   254           190,241       346,005      328,005           1.31                59.9                     3,000,000
   255         1,038,265       531,955      469,146           1.41                53.1                     3,000,000
   256            92,921       269,741      261,186           1.20                73.7                     2,950,000
   257            45,988       391,118      362,737           1.71                59.0                     2,950,000
   258            69,377       272,047      262,195           1.20                74.4                     2,900,000
   259           230,824       285,531      263,281           1.28                70.6                     2,885,000
   260           339,624       322,135      290,635           1.46                76.9                     2,850,000
   261           826,646       320,036      295,736           1.37                56.7                     2,800,000
   262           106,743       227,721      223,446           1.22                66.3                     2,750,000
   263           109,781       275,259      254,294           1.33                80.0                     2,720,000
   264            55,080       242,490      232,738           1.24                73.3                     2,712,000
   265           196,265       248,998      237,498           1.53                52.8                     2,700,000
   266             7,806       252,408      249,883           1.32                61.4                     2,700,000
   267           883,072       589,108      530,221           1.48                45.5                     2,700,000
   268           628,456       341,729      302,921           1.33                69.1                     2,650,000
   269           201,463       276,205      252,077           1.35                75.4                     2,600,000
   270           678,405       409,333      365,824           1.57                61.0                     2,600,000
   271           539,255       318,656      284,339           1.44                74.8                     2,550,000
   272           179,110       244,058      224,391           1.27                76.2                     2,520,000
   273           275,278       277,484      249,234           1.33                78.0                     2,500,000
   274           220,060       239,406      223,656           1.28                80.0                     2,480,000
   275            52,956       212,342      203,994           1.22                75.0                     2,400,000
   276           456,238       233,771      211,271           1.25                79.2                     2,400,000
   277            69,343       222,594      209,818           1.23                59.1                     2,400,000
   278           124,985       260,024      237,931           1.41                68.0                     2,400,000
   279           178,036       225,019      218,438           1.25                77.3                     2,400,000
   280           980,279       419,584      363,589           1.30                55.3                     2,400,000
   281            41,055       208,650      199,979           1.21                69.1                     2,350,000
   282            62,730       187,866      183,677           1.15                73.0                     2,300,000
   283             4,472       219,111      219,111           1.26                64.3                     2,300,000
   284            66,168       206,691      196,010           1.25                76.1                     2,260,000
   285            96,000       230,006      222,506           1.37                80.0                     2,260,000
   286            44,492       208,278      196,895           1.25                71.4                     2,250,000
   287           239,964       200,421      185,202           1.20                65.3                     2,225,000
   288             6,198       200,403      198,870           1.28                75.0                     2,215,000
   289            53,003       203,843      192,747           1.21                78.6                     2,200,000
   290           191,621       220,770      194,437           1.32                65.5                     2,200,000
   291           237,788       194,632      183,633           1.20                62.2                     2,200,000
   292           217,746       214,919      187,216           1.22                71.7                     2,150,000
   293            54,233       175,678      173,078           1.20                62.2                     2,150,000
   294            50,540       197,032      190,331           1.20                72.1                     2,130,000
   295            10,544       213,223      191,240           1.29                71.5                     2,075,000
   296             5,849       189,103      188,090           1.30                67.9                     2,040,000
   297           116,038       238,143      210,067           1.50                50.0                     2,000,000
   298           128,205       155,856      145,856           1.29                66.2                     2,000,000
   299            64,842       179,098      170,606           1.20                79.9                     2,000,000
   300           376,380       433,556      426,904           2.85                32.4                     2,000,000
   301            78,486       195,836      189,260           1.30                79.1                     1,980,000
   302           108,288       181,933      177,583           1.30                72.0                     1,950,000
   303            62,948       171,161      162,434           1.28                78.1                     1,820,000
   304           257,736       179,191      163,098           1.46                62.1                     1,800,000
   305            83,722       185,429      170,545           1.32                60.6                     1,800,000
   306           759,043       442,549      394,485           1.65                37.4                     1,800,000
   307            78,467       199,247      183,180           1.48                65.5                     1,755,000
   308           224,280       221,974      188,864           1.61                67.2                     1,680,000
   309           269,700       249,329      244,529           1.43                43.8                     1,665,000
   310            56,963       168,767      160,907           1.62                61.6                     1,620,000
   311            36,511       143,479      132,527           1.21                72.6                     1,620,000
   312            44,752       134,227      129,997           1.20                78.4                     1,500,000
   313            39,711       137,978      129,695           1.25                73.1                     1,465,000
   314             2,360       118,000      118,000           1.25                75.0                     1,350,000
   315            81,113       120,928      112,678           1.21                79.7                     1,325,000
   316           107,189       144,711      118,137           1.25                68.4                     1,320,000
   317           136,439       124,922      117,177           1.33                64.6                     1,227,500
   318             2,000       100,000      100,000           1.20                75.0                     1,200,000
   319             1,950        97,500       97,500           1.24                75.0                     1,125,000
   320            91,115       107,477      103,058           1.26                60.5                     1,115,000
   321             1,900        95,000       95,000           1.24                73.3                     1,100,000
   322            42,881        94,426       88,852           1.27                68.8                     1,000,000
   323            37,873       119,843      116,782           1.62                51.5                       969,000
   324            33,670        86,892       79,390           1.21                74.1                       890,000
   325            47,554       122,464      118,064           1.85                42.6                       875,000
   326            57,264        81,815       77,565           1.14                61.8                       860,000



             ORIGINAL      CUT-OFF DATE     CUT-OFF DATE    MATURITY/ARD                                        % OF APPLICABLE
             BALANCE       BALANCE ($)(8)     BALANCE       BALANCE ($)(3)        MATURITY         % OF INITIAL    LOAN GROUP
 LOAN #    PER UNIT ($)    (12)(18)(20)     PER UNIT ($)    (7)(8)(12)         LTV %(18)(19)(20)    POOL BALANCE     BALANCE
-------------------------------------------------------------------------------------------------------------------------------

    1              245.19    105,000,000          245.19      105,000,000          75.5               3.8%           4.8%
    2              593.23    101,500,000          593.23      101,500,000          79.9               3.6%           4.7%
    3              252.35     58,000,000          252.35       58,000,000          71.9               2.1%           2.7%
    4          247,326.20     46,250,000      247,326.20       46,250,000          69.5               1.7%           2.1%
    5              133.93     45,000,000          133.93       41,322,482          62.6               1.6%           2.1%
    6           47,169.81     40,000,000       47,169.81       40,000,000          76.0               1.4%           6.6%
    7              177.01     40,000,000          177.01       40,000,000          80.0               1.4%           1.8%
    8              188.52     38,000,000          188.52       38,000,000          71.7               1.4%           1.7%
    9               70.99     35,000,000           70.99       35,000,000          73.8               1.3%           1.6%
   10           89,516.13     33,300,000       89,516.13       33,300,000          72.4               1.2%           5.5%
   11              275.28     33,000,000          275.28       27,782,143          55.2               1.2%           1.5%
  11.01                          794,867                          669,185                             0.0%           0.0%
  11.02                          791,609                          666,442                             0.0%           0.0%
  11.03                          772,063                          649,987                             0.0%           0.0%
  11.04                          719,941                          606,106                             0.0%           0.0%
  11.05                          713,425                          600,621                             0.0%           0.0%
  11.06                          710,168                          597,878                             0.0%           0.0%
  11.07                          700,395                          589,651                             0.0%           0.0%
  11.08                          697,137                          586,908                             0.0%           0.0%
  11.09                          697,137                          586,908                             0.0%           0.0%
  11.10                          687,364                          578,681                             0.0%           0.0%
  11.11                          687,364                          578,681                             0.0%           0.0%
  11.12                          684,107                          575,938                             0.0%           0.0%
  11.13                          680,849                          573,195                             0.0%           0.0%
  11.14                          661,303                          556,740                             0.0%           0.0%
  11.15                          661,303                          556,740                             0.0%           0.0%
  11.16                          651,530                          548,512                             0.0%           0.0%
  11.17                          651,530                          548,512                             0.0%           0.0%
  11.18                          648,273                          545,770                             0.0%           0.0%
  11.19                          622,211                          523,829                             0.0%           0.0%
  11.20                          615,696                          518,344                             0.0%           0.0%
  11.21                          612,438                          515,602                             0.0%           0.0%
  11.22                          602,665                          507,374                             0.0%           0.0%
  11.23                          589,635                          496,404                             0.0%           0.0%
  11.24                          576,604                          485,433                             0.0%           0.0%
  11.25                          573,347                          482,691                             0.0%           0.0%
  11.26                          573,347                          482,691                             0.0%           0.0%
  11.27                          557,058                          468,978                             0.0%           0.0%
  11.28                          557,058                          468,978                             0.0%           0.0%
  11.29                          553,801                          466,235                             0.0%           0.0%
  11.30                          553,801                          466,235                             0.0%           0.0%
  11.31                          550,543                          463,493                             0.0%           0.0%
  11.32                          537,512                          452,522                             0.0%           0.0%
  11.33                          530,997                          447,038                             0.0%           0.0%
  11.34                          524,482                          441,552                             0.0%           0.0%
  11.35                          524,482                          441,552                             0.0%           0.0%
  11.36                          504,936                          425,097                             0.0%           0.0%
  11.37                          498,420                          419,612                             0.0%           0.0%
  11.38                          498,420                          419,612                             0.0%           0.0%
  11.39                          498,420                          419,612                             0.0%           0.0%
  11.40                          491,905                          414,127                             0.0%           0.0%
  11.41                          488,648                          411,384                             0.0%           0.0%
  11.42                          478,875                          403,156                             0.0%           0.0%
  11.43                          478,875                          403,156                             0.0%           0.0%
  11.44                          472,360                          397,672                             0.0%           0.0%
  11.45                          469,102                          394,929                             0.0%           0.0%
  11.46                          459,329                          386,701                             0.0%           0.0%
  11.47                          452,814                          381,216                             0.0%           0.0%
  11.48                          452,814                          381,216                             0.0%           0.0%
  11.49                          420,237                          353,790                             0.0%           0.0%
  11.50                          410,464                          345,563                             0.0%           0.0%
  11.51                          384,403                          323,622                             0.0%           0.0%
  11.52                          374,630                          315,394                             0.0%           0.0%
  11.53                          371,372                          312,652                             0.0%           0.0%
  11.54                          355,084                          298,939                             0.0%           0.0%
  11.55                          338,796                          285,226                             0.0%           0.0%
  11.56                          325,765                          274,256                             0.0%           0.0%
  11.57                          315,992                          266,028                             0.0%           0.0%
  11.58                          296,446                          249,573                             0.0%           0.0%
  11.59                          280,158                          235,860                             0.0%           0.0%
  11.60                          237,808                          200,207                             0.0%           0.0%
  11.61                          205,232                          172,781                             0.0%           0.0%
  11.62                          172,656                          145,356                             0.0%           0.0%
   12              289.90     32,900,000          289.90       32,900,000          78.1               1.2%           1.5%
   13              171.96     32,900,000          171.96       32,900,000          70.6               1.2%           1.5%
   14           97,643.10     28,860,922       97,174.82       25,916,285          47.9               1.0%           4.8%
  14.1                        18,470,990                       16,586,423                             0.7%           3.0%
  14.2                        10,389,932                        9,329,863                             0.4%           1.7%
   15               97.31     27,500,000           97.31       27,500,000          61.2               1.0%           1.3%
                39,912.92     27,424,101       39,802.76       21,250,836          51.4               1.0%           4.5%
   16           39,912.92     18,249,492       39,802.76       14,141,465          51.4               0.7%           3.0%
   17           39,912.92      6,806,163       39,802.76        5,274,070          51.4               0.2%           1.1%
   18           39,912.92      2,368,445       39,802.76        1,835,300          51.4               0.1%           0.4%
   19          117,808.22     25,777,126      117,703.77       21,717,718          55.7               0.9%           1.2%
   20           35,511.36     25,000,000       35,511.36       22,590,689          72.3               0.9%           4.1%
   21              209.44     23,400,000          209.44       23,400,000          78.0               0.8%           1.1%
   22              281.75     21,250,000          281.75       21,250,000          78.7               0.8%           1.0%
   23          119,382.02     21,146,288      118,799.37       18,956,218          50.8               0.8%           3.5%
   24          128,343.95     20,150,000      128,343.95       17,944,692          67.5               0.7%           3.3%
   25               91.09     18,944,925           90.82       15,945,261          60.2               0.7%           0.9%
   26              213.91     18,700,000          213.91       18,700,000          78.9               0.7%           0.9%
   27              619.55     18,600,000          619.55       18,600,000          80.0               0.7%           0.9%
   28              116.71     18,400,000          116.71       18,400,000          75.4               0.7%           0.8%
   29          227,848.10     18,000,000      227,848.10       18,000,000          68.7               0.6%           3.0%
   30           38,034.19     17,800,000       38,034.19       17,800,000          69.8               0.6%           2.9%
   31          102,916.67     17,290,000      102,916.67       15,427,205          64.3               0.6%           2.9%
   32               56.45     17,260,000           56.45       15,842,192          72.9               0.6%           0.8%
  32.1                         5,196,000                        4,769,179                             0.2%           0.2%
  32.2                         4,800,000                        4,405,708                             0.2%           0.2%
  32.3                         3,584,000                        3,289,595                             0.1%           0.2%
  32.4                         1,880,000                        1,725,569                             0.1%           0.1%
  32.5                         1,800,000                        1,652,141                             0.1%           0.1%
   33              268.98     17,150,000          268.98       15,971,636          63.6               0.6%           0.8%
   34              162.55     17,120,000          162.55       17,120,000          77.8               0.6%           0.8%
   35               72.10     16,369,661           71.96       14,658,509          71.5               0.6%           0.8%
  35.1                         5,988,900                        5,362,869                             0.2%           0.3%
  35.2                         5,589,640                        5,005,345                             0.2%           0.3%
  35.3                         4,791,120                        4,290,295                             0.2%           0.2%
   36               97.73     16,000,000           97.73       16,000,000          80.0               0.6%           0.7%
   37              408.66     16,000,000          408.66       15,220,404          75.0               0.6%           0.7%
   38              295.92     15,800,000          295.92       15,800,000          76.3               0.6%           0.7%
   39              117.93     15,500,000          117.93       15,500,000          62.5               0.6%           0.7%
  39.1                         6,300,000                        6,300,000                             0.2%           0.3%
  39.2                         6,000,000                        6,000,000                             0.2%           0.3%
  39.3                         3,200,000                        3,200,000                             0.1%           0.1%
   40              337.54     15,150,000          337.54       15,150,000          75.8               0.5%           0.7%
   41              185.52     15,000,000          185.52       13,443,361          63.7               0.5%           0.7%
   42               26.10     14,700,000           26.10       13,664,516          73.9               0.5%           0.7%
   43           81,666.67     14,700,000       81,666.67       14,700,000          73.3               0.5%           2.4%
   44              235.18     14,650,000          235.18       13,329,490          70.2               0.5%           0.7%
   45              315.29     14,600,000          315.29       14,600,000          73.3               0.5%           0.7%
   46           62,931.03     14,600,000       62,931.03       13,028,554          70.8               0.5%           2.4%
   47              155.13     14,500,000          155.13       12,772,303          64.7               0.5%           0.7%
   48              135.53     14,486,381          135.40       12,120,164          25.6               0.5%           0.7%
   49          296,875.00     14,237,172      296,607.75       11,973,364          55.4               0.5%           0.7%
   50           62,280.70     14,200,000       62,280.70       14,200,000          67.6               0.5%           2.3%
   51              116.85     14,000,000          116.85       12,578,301          60.8               0.5%           0.6%
   52              152.43     14,000,000          152.43       13,007,557          74.1               0.5%           0.6%
   53               88.57     13,840,000           88.57       12,888,751          74.5               0.5%           0.6%
   54          101,654.41     13,825,000      101,654.41       13,825,000          70.2               0.5%           2.3%
   55               96.57     13,800,000           96.57       13,800,000          73.0               0.5%           0.6%
   56           53,921.57     13,750,000       53,921.57       13,750,000          75.9               0.5%           2.3%
   57          133,009.71     13,700,000      133,009.71       11,855,068          62.7               0.5%           0.6%
   58          173,376.62     13,350,000      173,376.62       13,350,000          77.6               0.5%           2.2%
   59              104.13     13,291,785          104.06       11,794,589          67.4               0.5%           0.6%
   60           50,000.00     13,000,000       50,000.00       12,103,405          60.2               0.5%           2.1%
   61               92.88     12,848,000           92.88       11,537,956          76.9               0.5%           0.6%
   62               69.23     12,683,045           69.02       10,671,658          64.3               0.5%           0.6%
   63              387.65     12,560,000          387.65       12,560,000          79.7               0.5%           0.6%
   64           43,214.29     12,100,000       43,214.29       12,100,000          79.6               0.4%           2.0%
   65             Various     12,000,000         Various       10,628,819          68.7               0.4%           0.6%
  65.1                         3,405,000                        3,015,927                             0.1%           0.2%
  65.2                         2,380,000                        2,108,049                             0.1%           0.1%
  65.3                         1,750,000                        1,550,037                             0.1%           0.1%
  65.4                         1,230,000                        1,089,454                             0.0%           0.1%
  65.5                         1,115,000                          987,594                             0.0%           0.1%
  65.6                           930,000                          823,733                             0.0%           0.0%
  65.7                           600,000                          531,441                             0.0%           0.0%
  65.8                           590,000                          522,584                             0.0%           0.0%
   66           47,035.57     11,875,352       46,938.15        7,460,751          43.8               0.4%           0.5%
  66.1                         6,027,489                        3,786,801                             0.2%           0.3%
  66.2                         3,293,165                        2,068,948                             0.1%           0.2%
  66.3                         2,554,698                        1,605,002                             0.1%           0.1%
   67              150.62     11,500,000          150.62       10,716,766          69.1               0.4%           0.5%
   68           46,370.97     11,500,000       46,370.97       10,695,960          72.3               0.4%           1.9%
   69              350.40     11,450,850          348.90        9,655,821          66.1               0.4%           0.5%
   70           23,834.75     11,250,000       23,834.75        9,528,808          60.5               0.4%           1.9%
   71              113.02     11,160,000          113.02        9,811,290          70.3               0.4%           0.5%
   72              146.45     11,130,000          146.45       10,251,573          62.9               0.4%           0.5%
   73              209.15     11,000,000          209.15        9,805,578          63.6               0.4%           0.5%
   74              128.29     10,900,000          128.29        9,592,259          69.3               0.4%           0.5%
   75              103.42     10,900,000          103.42       10,143,602          69.0               0.4%           0.5%
   76              162.36     10,850,000          162.36       10,148,285          67.0               0.4%           0.5%
   77           46,428.57     10,400,000       46,428.57        9,672,868          73.3               0.4%           1.7%
   78               54.72     10,280,000           54.72        9,055,122          70.2               0.4%           0.5%
   79               57.84     10,100,000           57.84        9,779,755          74.8               0.4%           0.5%
  79.1                         5,600,000                        5,422,438                             0.2%           0.3%
  79.2                         4,500,000                        4,357,317                             0.2%           0.2%
   80           84,873.95     10,091,022       84,798.51        8,499,316          63.0               0.4%           0.5%
   81              204.96     10,000,000          204.96        9,287,707          71.4               0.4%           0.5%
   82               35.75      9,600,000           35.75        8,650,584          62.5               0.3%           0.4%
   83           34,782.61      9,600,000       34,782.61        8,586,267          71.6               0.3%           0.4%
   84              151.88      9,520,000          151.88        9,520,000          80.0               0.3%           0.4%
   85               99.56      9,500,000           99.56        9,133,866          76.1               0.3%           0.4%
   86              228.55      9,500,000          228.55        9,500,000          78.5               0.3%           0.4%
   87              146.91      9,482,343          146.91        8,178,965          45.7               0.3%           0.4%
   88              158.19      9,380,000          158.19        8,744,508          63.8               0.3%           0.4%
   89              173.72      9,200,000          173.72        9,200,000          80.0               0.3%           0.4%
   90               98.24      9,176,000           98.24        8,260,713          71.1               0.3%           0.4%
   91           99,239.13      9,130,000       99,239.13        9,130,000          70.2               0.3%           1.5%
   92           39,649.12      9,040,000       39,649.12        8,212,264          61.3               0.3%           1.5%
   93           95,744.68      9,000,000       95,744.68        8,233,828          62.9               0.3%           0.4%
   94               38.48      9,000,000           38.48        8,385,037          67.3               0.3%           0.4%
   95               62.69      8,964,060           62.44        7,638,428          51.3               0.3%           0.4%
   96              207.86      8,800,000          207.86        8,800,000          72.1               0.3%           0.4%
   97           88,000.00      8,800,000       88,000.00        8,800,000          71.5               0.3%           1.5%
   98              154.69      8,500,000          154.69        7,604,310          45.8               0.3%           0.4%
   99              100.84      8,500,000          100.84        7,901,475          59.9               0.3%           0.4%
   100              56.97      8,400,000           56.97        8,400,000          80.0               0.3%           0.4%
   101          69,915.25      8,250,000       69,915.25        7,543,707          69.2               0.3%           1.4%
   102          82,500.00      8,242,944       82,429.44        6,973,970          44.7               0.3%           0.4%
   103             328.77      8,075,000          328.77        8,075,000          78.8               0.3%           0.4%
   104              65.30      8,000,000           65.30        7,482,534          69.7               0.3%           0.4%
  104.1                        2,940,000                        2,749,831                             0.1%           0.1%
  104.2                        2,110,000                        1,973,518                             0.1%           0.1%
  104.3                        1,340,000                        1,253,324                             0.0%           0.1%
  104.4                          910,000                          851,138                             0.0%           0.0%
  104.5                          700,000                          654,722                             0.0%           0.0%
   105              84.31      8,000,000           84.31        7,468,436          69.5               0.3%           0.4%
   106             402.01      8,000,000          402.01        7,189,049          66.7               0.3%           0.4%
   107              84.81      7,913,067           84.73        6,676,931          67.4               0.3%           0.4%
   108             240.24      7,900,000          240.24        7,130,122          66.3               0.3%           0.4%
   109              66.03      7,900,000           66.03        7,115,890          57.0               0.3%           0.4%
   110             617.43      7,700,000          617.43        7,700,000          79.6               0.3%           0.4%
   111             445.87      7,660,000          445.87        7,032,797          71.3               0.3%           0.4%
   112          33,928.57      7,600,000       33,928.57        7,412,139          72.3               0.3%           1.3%
   113          76,000.00      7,590,147       75,901.47        5,871,544          56.7               0.3%           0.3%
   114             208.84      7,549,801          208.56        6,725,493          68.6               0.3%           0.3%
   115             124.22      7,520,000          124.22        7,520,000          80.0               0.3%           0.3%
   116              96.88      7,500,000           96.88        7,500,000          67.6               0.3%           0.3%
   117              70.86      7,500,000           70.86        6,385,295          67.9               0.3%           0.3%
   118             148.32      7,500,000          148.32        6,993,113          65.1               0.3%           0.3%
   119             275.30      7,400,000          275.30        6,896,067          64.1               0.3%           0.3%
   120             101.67      7,400,000          101.67        7,400,000          65.1               0.3%           0.3%
   121          42,045.45      7,386,582       41,969.22        6,284,648          67.6               0.3%           1.2%
   122             165.08      7,385,000          165.08        6,869,830          64.2               0.3%           0.3%
   123             114.82      7,350,000          114.82        6,188,286          58.9               0.3%           0.3%
   124             109.23      7,300,000          109.23        6,824,616          57.4               0.3%           0.3%
   125              75.86      7,300,000           75.86        7,300,000          77.5               0.3%           0.3%
   126             171.47      7,250,000          171.47        6,517,389          57.0               0.3%           0.3%
   127             115.25      7,200,000          115.25        6,704,301          73.7               0.3%           0.3%
   128             120.51      7,200,000          120.51        7,200,000          80.0               0.3%           0.3%
   129              70.61      7,150,000           70.61        6,656,815          71.9               0.3%           0.3%
   130          23,745.82      7,100,000       23,745.82        6,605,449          73.1               0.3%           1.2%
   131             248.60      7,000,000          248.60        6,210,009          63.4               0.3%           0.3%
   132          87,500.00      7,000,000       87,500.00        6,395,300          67.3               0.3%           0.3%
   133          76,086.96      6,987,421       75,950.23        5,951,914          66.1               0.3%           0.3%
   134             339.78      6,900,000          339.78        6,208,889          67.5               0.2%           0.3%
   135             146.62      6,750,000          146.62        6,750,000          79.4               0.2%           0.3%
   136             289.28      6,650,000          289.28        6,650,000          78.2               0.2%           0.3%
   137             179.63      6,600,000          179.63        6,343,481          69.1               0.2%           0.3%
   138             370.39      6,600,000          370.39        6,146,722          58.0               0.2%           0.3%
  138.1                        3,486,792                        3,247,325                             0.1%           0.2%
  138.2                        3,113,208                        2,899,397                             0.1%           0.1%
   139             521.02      6,570,000          521.02        6,570,000          66.4               0.2%           0.3%
   140          58,035.71      6,491,231       57,957.42        5,782,501          66.8               0.2%           1.1%
   141             177.22      6,400,000          177.22        5,961,038          68.4               0.2%           0.3%
   142              84.73      6,396,086           84.68        5,680,201          70.1               0.2%           0.3%
   143          36,022.73      6,340,000       36,022.73        5,759,703          67.8               0.2%           1.0%
   144             438.32      6,250,000          438.32        6,250,000          78.9               0.2%           0.3%
   145          39,102.56      6,094,606       39,067.98        5,136,367          50.1               0.2%           1.0%
   146             357.04      5,996,645          356.84        5,362,770          43.2               0.2%           0.3%
   147          86,956.52      5,992,342       86,845.54        4,648,030          48.9               0.2%           0.3%
   148             816.33      5,988,068          814.70        5,328,151          56.9               0.2%           0.3%
   149             130.65      5,940,000          130.65        5,623,303          69.4               0.2%           0.3%
   150             115.64      5,938,784          115.43        5,309,409          66.4               0.2%           0.3%
   151              88.12      5,910,674           87.95        4,993,626          66.6               0.2%           0.3%
   152             142.59      5,817,326          142.59        5,188,935          64.0               0.2%           0.3%
  152.1                        3,156,132                        2,815,205                             0.1%           0.1%
  152.2                        1,549,374                        1,382,010                             0.1%           0.1%
  152.3                        1,111,819                          991,720                             0.0%           0.1%
   153          30,366.49      5,800,000       30,366.49        5,800,000          70.0               0.2%           1.0%
   154          26,851.85      5,800,000       26,851.85        5,800,000          57.4               0.2%           1.0%
   155          29,591.84      5,800,000       29,591.84        5,800,000          56.3               0.2%           1.0%
   156             200.82      5,760,000          200.82        5,186,484          72.0               0.2%           0.3%
   157              44.46      5,692,172           44.40        4,358,395          55.9               0.2%           0.3%
   158              62.83      5,689,000           62.83        5,305,238          59.9               0.2%           0.3%
   159             168.91      5,640,000          168.91        4,979,252          70.6               0.2%           0.3%
                    95.82      5,600,000           95.82        4,940,794          70.0               0.2%           0.3%
   160              95.82      2,880,000           95.82        2,540,979          70.0               0.1%           0.1%
   161              95.82      2,720,000           95.82        2,399,815          70.0               0.1%           0.1%
   162             189.68      5,600,000          189.68        5,600,000          68.3               0.2%           0.3%
   163             185.94      5,600,000          185.94        5,600,000          70.0               0.2%           0.3%
   164             290.08      5,571,866          289.91        4,980,958          70.4               0.2%           0.3%
   165          57,142.86      5,567,508       56,811.30        4,338,777          54.2               0.2%           0.3%
   166             160.40      5,546,800          160.30        4,833,342          62.6               0.2%           0.3%
   167          77,464.79      5,500,000       77,464.79        5,125,455          68.3               0.2%           0.9%
   168             275.71      5,440,000          275.71        5,063,159          55.0               0.2%           0.2%
   169              34.34      5,345,389           34.31        4,518,452          54.4               0.2%           0.2%
   170          56,989.25      5,300,000       56,989.25        5,300,000          80.3               0.2%           0.9%
   171          23,766.82      5,300,000       23,766.82        4,478,980          65.4               0.2%           0.2%
   172          44,000.00      5,280,000       44,000.00        4,905,289          74.3               0.2%           0.9%
   173             207.59      5,270,000          207.59        4,903,059          66.0               0.2%           0.2%
   174                NAP      5,259,911             NAP        4,497,958          65.6               0.2%           0.2%
  174.1                        2,223,577                        1,901,469                             0.1%           0.1%
  174.2                        1,073,451                          917,951                             0.0%           0.0%
  174.3                        1,042,781                          891,723                             0.0%           0.0%
  174.4                          920,101                          786,815                             0.0%           0.0%
   175          39,886.36      5,254,685       39,808.22        4,424,846          61.5               0.2%           0.9%
   176             147.58      5,200,000          147.58        5,200,000          73.2               0.2%           0.2%
   177             179.42      5,100,000          179.42        4,749,806          67.9               0.2%           0.2%
   178          19,536.68      5,048,042       19,490.51        2,992,326          44.0               0.2%           0.2%
   179          43,478.26      5,000,000       43,478.26        4,210,993          63.8               0.2%           0.8%
   180              26.35      5,000,000           26.35        4,218,619          52.4               0.2%           0.2%
   181          46,296.30      4,995,724       46,256.70        4,226,649          54.9               0.2%           0.8%
   182              49.31      4,990,065           49.21        4,193,789          6.1                0.2%           0.2%
   183          68,493.15      4,966,481       68,033.99           71,701          1.0                0.2%           0.2%
   184          40,800.00      4,896,000       40,800.00        4,403,025          71.9               0.2%           0.8%
   185              43.11      4,860,000           43.11        4,534,163          67.2               0.2%           0.2%
   186              62.92      4,850,000           62.92        4,351,999          48.9               0.2%           0.2%
   187              93.08      4,800,000           93.08        4,481,242          74.7               0.2%           0.2%
   188             147.80      4,800,000          147.80        4,800,000          76.2               0.2%           0.2%
   189          48,000.00      4,786,835       47,868.35        4,057,666          65.4               0.2%           0.8%
   190              27.67      4,750,000           27.67        4,233,069          70.6               0.2%           0.2%
   191             187.03      4,750,000          187.03        4,117,541          64.1               0.2%           0.2%
   192             151.75      4,700,000          151.75        4,386,089          63.6               0.2%           0.2%
   193             334.73      4,700,000          334.73        3,964,606          63.9               0.2%           0.2%
   194          52,920.45      4,657,000       52,920.45        3,920,931          66.5               0.2%           0.8%
   195             143.75      4,591,008          143.47        3,867,140          66.7               0.2%           0.2%
   196             170.72      4,550,000          170.72        4,550,000          76.5               0.2%           0.2%
  196.1                        1,911,765                        1,911,765                             0.1%           0.1%
  196.2                        1,468,235                        1,468,235                             0.1%           0.1%
  196.3                        1,170,000                        1,170,000                             0.0%           0.1%
   197              59.86      4,520,000           59.86        4,062,630          71.3               0.2%           0.2%
   198             101.42      4,500,000          101.42        4,059,222          34.1               0.2%           0.2%
   199             140.63      4,491,394          140.36        3,794,547          54.2               0.2%           0.2%
   200             145.29      4,400,000          145.29        3,959,134          67.1               0.2%           0.2%
   201          55,696.20      4,363,205       55,230.44          517,991          6.0                0.2%           0.2%
   202          30,068.97      4,360,000       30,068.97        4,360,000          80.0               0.2%           0.7%
   203             122.15      4,300,000          122.15        3,996,538          73.3               0.2%           0.2%
   204             212.60      4,300,000          212.60        3,856,297          67.7               0.2%           0.2%
   205         118,055.56      4,250,000      118,055.56        4,250,000          52.1               0.2%           0.7%
   206             212.96      4,250,000          212.96        3,832,144          63.9               0.2%           0.2%
   207             338.03      4,191,843          337.37        3,534,089          66.4               0.2%           0.2%
   208             121.20      4,150,000          121.20        3,875,565          74.5               0.1%           0.2%
   209          51,250.00      4,100,000       51,250.00        3,607,193          68.2               0.1%           0.7%
   210          50,000.00      4,096,337       49,955.33        3,448,119          59.5               0.1%           0.7%
   211              19.91      4,024,846           19.89        3,120,870          60.8               0.1%           0.2%
   212             135.79      4,000,000          135.79        3,723,156          65.3               0.1%           0.2%
   213              30.95      4,000,000           30.95        3,519,516          55.6               0.1%           0.2%
   214              90.42      4,000,000           90.42        3,596,548          53.1               0.1%           0.2%
   215              63.13      4,000,000           63.13        3,594,524          57.5               0.1%           0.2%
   216          46,511.63      3,996,552       46,471.54        3,378,281          61.4               0.1%           0.2%
   217             114.29      3,989,149          113.98        3,101,512          56.9               0.1%           0.2%
   218          60,606.06      3,988,672       60,434.43        3,075,222          49.6               0.1%           0.2%
   219             127.51      3,942,806          127.28        3,352,670          64.5               0.1%           0.2%
   220              73.67      3,900,000           73.67        3,316,286          37.7               0.1%           0.2%
   221             288.40      3,897,755          288.23        3,478,039          68.2               0.1%           0.2%
   222              52.50      3,850,000           52.50        3,431,239          71.0               0.1%           0.2%
   223             136.00      3,820,000          136.00        3,438,962          72.0               0.1%           0.2%
   224             136.68      3,800,000          136.68        3,420,957          72.0               0.1%           0.2%
   225             108.14      3,789,259          107.83        3,199,766          56.1               0.1%           0.2%
   226          50,666.67      3,764,325       50,191.00           37,173          0.5                0.1%           0.2%
   227             121.75      3,600,000          121.75        3,231,846          70.4               0.1%           0.2%
   228             164.97      3,600,000          164.97        3,177,512          70.4               0.1%           0.2%
   229              45.88      3,600,000           45.88        3,171,691          51.7               0.1%           0.2%
   230             255.23      3,600,000          255.23        3,186,277          70.8               0.1%           0.2%
   231             167.44      3,596,800          167.29        3,029,459          64.5               0.1%           0.2%
   232             108.66      3,592,829          108.44        2,363,123          34.2               0.1%           0.2%
   233             151.01      3,550,000          151.01        3,211,449          56.6               0.1%           0.2%
   234              46.67      3,500,000           46.67        3,368,233          39.2               0.1%           0.2%
   235          34,653.47      3,500,000       34,653.47        3,036,442          64.5               0.1%           0.6%
   236              36.17      3,493,511           36.10        2,963,700          44.9               0.1%           0.2%
   237          44,871.79      3,466,865       44,446.98          794,771          11.3               0.1%           0.2%
   238         113,333.33      3,400,000      113,333.33        3,400,000          68.5               0.1%           0.6%
   239          20,987.65      3,400,000       20,987.65        3,162,995          67.3               0.1%           0.2%
   240              90.15      3,390,997           89.91        2,887,005          55.5               0.1%           0.2%
   241             188.74      3,360,000          188.74        3,018,651          68.3               0.1%           0.2%
   242          32,941.18      3,356,960       32,911.37        2,821,468          52.2               0.1%           0.6%
   243             548.28      3,350,000          548.28        3,132,638          72.2               0.1%           0.2%
   244         194,117.65      3,300,000      194,117.65        3,081,301          58.1               0.1%           0.5%
   245          22,602.74      3,296,992       22,582.13        2,768,538          57.7               0.1%           0.5%
  245.1                        2,197,994                        1,845,692                             0.1%           0.4%
  245.2                        1,098,997                          922,846                             0.0%           0.2%
   246             123.31      3,280,000          123.31        3,162,172          51.8               0.1%           0.2%
   247              94.35      3,247,192           94.27        2,744,030          48.1               0.1%           0.1%
   248          47,058.82      3,200,000       47,058.82        2,763,808          64.0               0.1%           0.5%
   249             145.75      3,197,068          145.62        2,682,994          44.0               0.1%           0.1%
   250             265.15      3,148,175          265.00        2,807,851          70.2               0.1%           0.1%
   251             380.98      3,100,000          380.98        2,883,786          65.5               0.1%           0.1%
   252             138.98      3,100,000          138.98        2,888,297          61.1               0.1%           0.1%
   253              79.47      3,050,000           79.47        2,693,923          69.6               0.1%           0.1%
  253.1                        1,607,752                        1,420,052                             0.1%           0.1%
  253.2                        1,442,248                        1,273,871                             0.1%           0.1%
   254          41,666.67      2,993,691       41,579.04        1,939,952          38.8               0.1%           0.5%
   255          41,666.67      2,974,912       41,318.23          353,175          6.3                0.1%           0.1%
   256             421.43      2,947,707          421.10        2,520,214          63.0               0.1%           0.1%
   257              46.30      2,947,555           46.27        2,502,632          50.1               0.1%           0.1%
   258             176.71      2,900,000          176.71        2,593,029          66.5               0.1%           0.1%
   259          32,415.73      2,879,651       32,355.63        2,442,936          59.9               0.1%           0.5%
   260          22,619.05      2,844,477       22,575.22        2,398,859          64.8               0.1%           0.5%
   261          34,567.90      2,796,805       34,528.46        2,226,798          45.2               0.1%           0.5%
   262         144,736.84      2,750,000      144,736.84        2,451,595          59.1               0.1%           0.5%
   263              83.03      2,720,000           83.03        2,399,295          70.6               0.1%           0.1%
   264             319.32      2,712,000          319.32        2,434,516          65.8               0.1%           0.1%
   265          58,695.65      2,700,000       58,695.65        2,700,000          52.8               0.1%           0.4%
   266             160.37      2,700,000          160.37        2,273,247          51.7               0.1%           0.1%
   267          35,064.94      2,683,926       34,856.18           20,274          0.3                0.1%           0.1%
   268          38,405.80      2,644,684       38,328.75        1,736,165          45.4               0.1%           0.1%
   269              81.21      2,600,000           81.21        2,303,047          66.8               0.1%           0.1%
   270          21,311.48      2,563,317       21,010.79        1,738,505          41.4               0.1%           0.1%
   271          40,476.19      2,543,107       40,366.77        1,978,547          58.2               0.1%           0.1%
   272              72.09      2,515,170           71.95        2,124,307          64.4               0.1%           0.1%
   273          22,123.89      2,496,606       22,093.86        1,915,568          59.9               0.1%           0.4%
   274          39,365.08      2,480,000       39,365.08        2,232,208          72.0               0.1%           0.4%
   275             276.78      2,400,000          276.78        2,156,179          67.4               0.1%           0.1%
   276          26,666.67      2,400,000       26,666.67        2,116,501          69.9               0.1%           0.4%
   277             220.91      2,400,000          220.91        2,164,354          53.3               0.1%           0.1%
   278             114.56      2,397,910          114.46        2,024,533          57.4               0.1%           0.1%
   279              36.55      2,395,707           36.49        2,041,850          65.9               0.1%           0.1%
   280          34,782.61      2,377,469       34,456.07           23,478          0.5                0.1%           0.1%
   281             288.45      2,350,000          288.45        2,191,477          64.5               0.1%           0.1%
   282             344.16      2,300,000          344.16        2,141,950          68.0               0.1%           0.1%
   283              31.62      2,296,948           31.58        1,769,637          49.5               0.1%           0.1%
   284             191.09      2,260,000          191.09        2,028,446          68.3               0.1%           0.1%
   285          75,333.33      2,260,000       75,333.33        1,917,065          67.9               0.1%           0.4%
   286             159.27      2,250,000          159.27        1,983,830          63.0               0.1%           0.1%
   287          38,362.07      2,220,641       38,286.91        1,869,949          55.0               0.1%           0.4%
   288             218.77      2,213,031          218.57        1,863,959          63.2               0.1%           0.1%
   289             130.59      2,200,000          130.59        1,870,561          66.8               0.1%           0.1%
   290             108.61      2,200,000          108.61        1,961,587          58.4               0.1%           0.1%
   291              30.01      2,190,597           29.88        1,847,200          52.5               0.1%           0.1%
   292              91.51      2,150,000           91.51        1,977,104          65.9               0.1%           0.1%
   293         165,384.62      2,147,225      165,171.17        1,920,765          55.7               0.1%           0.4%
   294             339.71      2,126,350          339.13        1,822,125          61.8               0.1%           0.1%
   295              35.10      2,073,267           35.07        1,758,765          60.6               0.1%           0.1%
   296             201.48      2,038,264          201.31        1,725,503          57.5               0.1%           0.1%
   297              69.38      2,000,000           69.38        1,798,728          45.0               0.1%           0.1%
   298          50,000.00      2,000,000       50,000.00        2,000,000          66.2               0.1%           0.3%
   299             233.92      1,998,281          233.72        1,689,647          67.6               0.1%           0.1%
   300              30.07      1,997,274           30.02        1,531,391          24.9               0.1%           0.1%
   301             135.95      1,976,550          135.71        1,690,256          67.6               0.1%           0.1%
   302             135.65      1,950,000          135.65        1,817,443          67.1               0.1%           0.1%
   303             218.99      1,820,000          218.99        1,602,492          68.8               0.1%           0.1%
   304             123.15      1,800,000          123.15        1,800,000          62.1               0.1%           0.1%
   305             147.24      1,798,492          147.12        1,683,323          56.7               0.1%           0.1%
   306          27,692.31      1,778,202       27,356.95           13,242          0.3                0.1%           0.1%
   307              92.85      1,755,000           92.85        1,637,471          61.1               0.1%           0.1%
   308          19,534.88      1,680,000       19,534.88        1,448,327          57.9               0.1%           0.3%
   309          17,343.75      1,665,000       17,343.75           25,124          0.7                0.1%           0.1%
   310             260.45      1,620,000          260.45        1,620,000          61.6               0.1%           0.1%
   311             147.92      1,617,948          147.73        1,449,797          65.0               0.1%           0.1%
   312             200.00      1,497,286          199.64        1,274,290          66.7               0.1%           0.1%
   313             160.09      1,462,241          159.79        1,237,935          61.9               0.1%           0.1%
   314             302.42      1,350,000          302.42        1,213,081          67.4               0.0%           0.1%
   315          40,151.52      1,323,834       40,116.19        1,116,363          67.3               0.0%           0.2%
   316              44.24      1,320,000           44.24        1,168,371          60.5               0.0%           0.1%
   317          34,097.22      1,227,500       34,097.22        1,040,007          54.7               0.0%           0.2%
   318             333.33      1,200,000          333.33        1,078,294          67.4               0.0%           0.1%
   319             312.50      1,125,000          312.50        1,010,900          67.4               0.0%           0.1%
   320              42.75      1,114,114           42.71          950,354          51.7               0.0%           0.1%
   321             353.47      1,100,000          353.47          988,436          65.9               0.0%           0.1%
   322             135.35        998,075          135.09          842,470          58.1               0.0%           0.0%
   323             189.93        969,000          189.93          865,203          46.0               0.0%           0.0%
   324              74.17        889,299           74.11          759,239          63.3               0.0%           0.0%
   325             218.75        873,452          218.36          745,509          36.4               0.0%           0.0%
   326          50,588.24        853,337       50,196.30           71,762          5.2                0.0%           0.1%


                                                                             MONTHLY
            INTEREST                      NET                                P&I DEBT            ANNUAL
              RATE      ADMIN. FEE      MORTGAGE          ACCRUAL            SERVICE           P&I DEBT         NOTE
  LOAN #    %(19)(15)    %(9)(10)      RATE %(9)            TYPE        ($)(4)(11)(12)(14)  SERVICE ($)(4)      DATE
------------------------------------------------------------------------------------------------------------------------

    1        5.6890       0.0307         5.6583          Actual/360        506,083.96        6,073,007.52     5/10/2007
    2        5.5400       0.0207         5.5193          Actual/360        476,401.53        5,716,818.36     5/10/2007
    3        6.1250       0.0207         6.1043          Actual/360        300,975.69        3,611,708.28     4/18/2007
    4        5.9390       0.0207         5.9183          Actual/360        232,713.94        2,792,567.28      5/4/2007
    5        5.8700       0.0507         5.8193          Actual/360        266,048.21        3,192,578.52     2/27/2007
    6        5.4420       0.0207         5.4213          Actual/360        184,423.33        2,213,079.96     4/25/2007
    7        5.8000       0.0607         5.7393          Actual/360        196,555.56        2,358,666.72      5/7/2007
    8        5.7480       0.0207         5.7273          Actual/360        185,053.67        2,220,644.04      5/2/2007
    9        5.6260       0.0207         5.6053          Actual/360        166,826.53        2,001,918.36     4/16/2007
    10       5.7400       0.0507         5.6893          Actual/360        161,939.75        1,943,277.00     3/20/2007
    11       6.7700       0.0207         6.7493          Actual/360        219,295.30        2,631,543.60      5/9/2007
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
  11.09
  11.10
  11.11
  11.12
  11.13
  11.14
  11.15
  11.16
  11.17
  11.18
  11.19
  11.20
  11.21
  11.22
  11.23
  11.24
  11.25
  11.26
  11.27
  11.28
  11.29
  11.30
  11.31
  11.32
  11.33
  11.34
  11.35
  11.36
  11.37
  11.38
  11.39
  11.40
  11.41
  11.42
  11.43
  11.44
  11.45
  11.46
  11.47
  11.48
  11.49
  11.50
  11.51
  11.52
  11.53
  11.54
  11.55
  11.56
  11.57
  11.58
  11.59
  11.60
  11.61
  11.62
    12       5.6700       0.0207         5.6493          Actual/360        158,043.38        1,896,520.56     4/19/2007
    13       5.5850       0.0207         5.5643          Actual/360        155,674.12        1,868,089.44      5/7/2007
    14       5.8800       0.0207         5.8593          Actual/360        163,024.63        1,956,295.56    10/31/2006
   14.1
   14.2
    15       5.6100       0.0207         5.5893          Actual/360        130,705.21        1,568,462.52      4/5/2007
             5.9300       0.0307         5.8993          Actual/360        176,008.04        2,112,096.48      3/5/2007
    16       5.9300       0.0307         5.8993          Actual/360        117,125.35        1,405,504.20      3/5/2007
    17       5.9300       0.0307         5.8993          Actual/360         43,682.00         524,184.00       3/5/2007
    18       5.9300       0.0307         5.8993          Actual/360         15,200.69         182,408.28       3/5/2007
    19       5.7400       0.0207         5.7193          Actual/360        150,397.94        1,804,775.28      5/2/2007
    20       5.9900       0.0307         5.9593          Actual/360        149,726.94        1,796,723.28     4/30/2007
    21       5.7400       0.0207         5.7193          Actual/360        113,795.50        1,365,546.00     5/15/2007
    22       5.7560       0.0607         5.6953          Actual/360        103,627.99        1,243,535.88     4/26/2007
    23       5.8110       0.0207         5.7903          Actual/360        118,480.28        1,421,763.36    10/13/2006
    24       5.7500       0.0207         5.7293          Actual/360        111,530.40        1,338,364.80     3/28/2007
    25       5.6400       0.0307         5.6093          Actual/360        109,554.72        1,314,656.64      3/1/2007
    26       5.6000       0.0207         5.5793          Actual/360         88,721.11        1,064,653.32      5/1/2007
    27       5.7400       0.0207         5.7193          Actual/360         90,452.83        1,085,433.96     5/15/2007
    28       5.9900       0.0207         5.9693          Actual/360         93,377.44        1,120,529.28      4/4/2007
    29       6.2800       0.0207         6.2593          Actual/360         95,770.00        1,149,240.00     5/18/2007
    30       5.6700       0.0207         5.6493          Actual/360         85,506.75        1,026,081.00      4/9/2007
    31       6.2990       0.0707         6.2283          Actual/360        107,009.13        1,284,109.56     4/27/2007
    32       5.8430       0.0207         5.8223          Actual/360        101,746.69        1,220,960.28     4/19/2007
   32.1
   32.2
   32.3
   32.4
   32.5
    33       5.6700       0.0207         5.6493          Actual/360         99,212.87        1,190,554.44      2/9/2007
    34       5.6800       0.0207         5.6593          Actual/360         82,385.24          988,622.88      4/5/2007
    35       5.8750       0.0207         5.8543          Actual/360         92,138.49        1,105,661.88     2/27/2007
   35.1
   35.2
   35.3
    36       5.6700       0.0207         5.6493          Actual/360         76,860.00          922,320.00     4/11/2007
    37       5.5860       0.0207         5.5653          Actual/360         86,826.15        1,041,913.80     5/14/2007
    38       5.5300       0.0207         5.5093          Actual/360         74,025.19          888,302.28      3/9/2007
    39       5.4600       0.0207         5.4393          Actual/360         71,700.42          860,405.04     3/15/2007
   39.1
   39.2
   39.3
    40       5.7460       0.0807         5.6653          Actual/360         73,752.30          885,027.60      4/5/2007
    41       5.5800       0.0307         5.5493          Actual/360         85,922.77        1,031,073.24     3/27/2007
    42       5.5400       0.0207         5.5193          Actual/360         83,834.28        1,006,011.36     3/30/2007
    43       5.6200       0.0207         5.5993          Actual/360         69,992.42          839,909.04     5/16/2007
    44       6.0000       0.0207         5.9793          Actual/360         83,532.79        1,002,393.48     4/30/2007
    45       5.4900       0.0207         5.4693          Actual/360         67,908.25          814,899.00     4/16/2007
    46       5.3800       0.0307         5.3493          Actual/360         81,801.32          981,615.84      2/1/2007
    47       5.7300       0.0207         5.7093          Actual/360         84,433.93        1,013,207.16     4/12/2007
    48       5.5110       0.0207         5.4903          Actual/360         82,429.51          989,154.12     4/30/2007
    49       5.6800       0.0207         5.6593          Actual/360         82,526.54          990,318.48     4/27/2007
    50       5.7030       0.0207         5.6823          Actual/360         68,610.26          823,323.12     3/27/2007
    51       5.7000       0.0207         5.6793          Actual/360         81,256.06          975,072.72      5/2/2007
    52       5.5060       0.0207         5.4853          Actual/360         79,543.17          954,518.04     3/16/2007
    53       5.6710       0.0207         5.6503          Actual/360         80,073.26          960,879.12     3/28/2007
    54       5.5245       0.0207         5.5038          Actual/360         64,707.62          776,491.44      5/4/2007
    55       5.6700       0.0207         5.6493          Actual/360         66,291.75          795,501.00      5/8/2007
    56       5.6800       0.0207         5.6593          Actual/360         66,168.06          794,016.72      5/1/2007
    57       5.8920       0.0207         5.8713          Actual/360         81,189.58          974,274.96     4/23/2007
    58       5.4500       0.0207         5.4293          Actual/360         61,641.77          739,701.24     3/28/2007
    59       5.5800       0.0207         5.5593          Actual/360         72,121.73          865,460.76      4/6/2007
    60       5.6500       0.0307         5.6193          Actual/360         75,040.65          900,487.80      2/1/2007
    61       5.6800       0.0307         5.6493          Actual/360         74,407.09          892,885.08     5/24/2007
    62       5.6300       0.0607         5.5693          Actual/360         73,263.65          879,163.80     2/28/2007
    63       5.5500       0.0207         5.5293          Actual/360         59,058.17          708,698.04      4/9/2007
    64       5.6700       0.0207         5.6493          Actual/360         58,125.38          697,504.56      5/3/2007
    65       5.9700       0.0607         5.9093          Actual/360         71,714.78          860,577.36     4/13/2007
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66       6.7400       0.0207         6.7193          Actual/360         93,714.53        1,124,574.36     4/12/2007
   66.1
   66.2
   66.3
    67       5.7200       0.0207         5.6993          Actual/360         66,891.87          802,702.44      5/7/2007
    68       5.5800       0.0607         5.5193          Actual/360         65,874.12          790,489.44     3/27/2007
    69       5.6700       0.0207         5.6493          Actual/360         66,527.58          798,330.96      2/2/2007
    70       5.9500       0.0207         5.9293          Actual/360         67,088.22          805,058.64     5/11/2007
    71       5.6500       0.0307         5.6193          Actual/360         64,419.51          773,034.12     3/28/2007
    72       5.9200       0.0207         5.8993          Actual/360         62,865.29          754,383.48     4/30/2007
    73       6.2550       0.0207         6.2343          Actual/360         67,764.67          813,176.04     2/22/2007
    74       5.6900       0.0607         5.6293          Actual/360         63,194.59          758,335.08     4/11/2007
    75       5.6200       0.0207         5.5993          Actual/360         62,712.14          752,545.68     3/20/2007
    76       5.9900       0.0607         5.9293          Actual/360         64,981.49          779,777.88      3/5/2007
    77       5.5800       0.0607         5.5193          Actual/360         59,573.12          714,877.44     3/27/2007
    78       5.7300       0.0207         5.7093          Actual/360         59,860.74          718,328.88      5/1/2007
    79       6.6400       0.0807         6.5593          Actual/360         64,771.61          777,259.32     4/11/2007
   79.1
   79.2
    80       5.7300       0.0207         5.7093          Actual/360         58,812.60          705,751.20     4/23/2007
    81       5.6470       0.0207         5.6263          Actual/360         54,668.40          656,020.80      5/2/2007
    82       5.8500       0.0607         5.7893          Actual/360         56,634.33          679,611.96     3/14/2007
    83       5.4900       0.0307         5.4593          Actual/360         54,447.53          653,370.36      1/4/2007
    84       5.4840       0.0207         5.4633          Actual/360         44,231.51          530,778.12     4/19/2007
    85       5.7000       0.0207         5.6793          Actual/360         55,138.04          661,656.48     4/11/2007
    86       5.6100       0.0207         5.5893          Actual/360         45,152.71          541,832.52     5/11/2007
    87       6.3410       0.0207         6.3203          Actual/360         59,480.26          713,763.12     5/16/2007
    88       5.7400       0.0207         5.7193          Actual/360         54,679.56          656,154.72     1/30/2007
    89       5.6400       0.0207         5.6193          Actual/360         43,960.67          527,528.04      5/7/2007
    90       5.8000       0.0807         5.7193          Actual/360         53,840.46          646,085.52     4/27/2007
    91       5.7670       0.0207         5.7463          Actual/360         44,608.55          535,302.60     3/13/2007
    92       6.2670       0.0207         6.2463          Actual/360         55,760.82          669,129.84      5/1/2007
    93       5.6500       0.0207         5.6293          Actual/360         51,951.22          623,414.64      5/4/2007
    94       5.7000       0.0557         5.6443          Actual/360         52,236.04          626,832.48     4/10/2007
    95       6.0300       0.0207         6.0093          Actual/360         54,133.26          649,599.12      2/6/2007
    96       5.9500       0.0207         5.9293          Actual/360         44,360.56          532,326.72     4/12/2007
    97       5.7300       0.0207         5.7093          Actual/360         42,720.33          512,643.96      5/4/2007
    98       5.4930       0.0207         5.4723          Actual/360         48,224.74          578,696.88     3/26/2007
    99       5.5400       0.0807         5.4593          Actual/360         48,475.60          581,707.20      5/3/2007
   100       5.5400       0.0207         5.5193          Actual/360         39,426.33          473,115.96      4/2/2007
   101       5.6280       0.0207         5.6073          Actual/360         47,507.28          570,087.36    12/14/2006
   102       5.8800       0.0607         5.8193          Actual/360         48,828.23          585,938.76     4/17/2007
   103       5.6900       0.0207         5.6693          Actual/360         38,927.11          467,125.32     3/30/2007
   104       5.9900       0.0207         5.9693          Actual/360         47,912.62          574,951.44     5/15/2007
  104.1
  104.2
  104.3
  104.4
  104.5
   105       5.8500       0.0607         5.7893          Actual/360         47195.27           566,343.24      5/4/2007
   106       5.7100       0.0607         5.6493          Actual/360         46,482.74          557,792.88     4/20/2007
   107       5.7900       0.0307         5.7593          Actual/360         46,420.42          557,045.04      4/2/2007
   108       5.9320       0.0207         5.9113          Actual/360         47,019.67          564,236.04     5/18/2007
   109       5.8300       0.0207         5.8093          Actual/360         46,504.52          558,054.24      4/3/2007
   110       5.8700       0.0207         5.8493          Actual/360         38,293.60          459,523.20      3/5/2007
   111       5.7600       0.0207         5.7393          Actual/360         42,448.99          509,387.88     4/24/2007
   112       5.7650       0.0207         5.7443          Actual/360         44,423.98          533,087.76     2/28/2007
   113       5.9200       0.0807         5.8393          Actual/360         48,595.92          583,151.04     4/10/2007
   114       5.7000       0.0207         5.6793          Actual/360         41,594.16          499,129.92     3/14/2007
   115       5.6100       0.0207         5.5893          Actual/360         35,741.93          428,903.16     4/26/2007
   116       5.7100       0.0207         5.6893          Actual/360         36,282.29          435,387.48      4/3/2007
   117       6.1250       0.0207         6.1043          Actual/360         45,570.79          546,849.48     5/16/2007
   118       5.7600       0.0557         5.7043          Actual/360         43,815.62          525,787.44     3/15/2007
   119       5.7200       0.0207         5.6993          Actual/360         43,043.47          516,521.64     3/22/2007
   120       5.8500       0.0207         5.8293          Actual/360         36,676.25          440,115.00      4/5/2007
   121       6.0400       0.0207         6.0193          Actual/360         44,557.22          534,686.64     3/22/2007
   122       5.5900       0.0607         5.5293          Actual/360         42,349.18          508,190.16     4/20/2007
   123       5.7500       0.0207         5.7293          Actual/360         42,892.60          514,711.20     5/18/2007
   124       5.9550       0.0207         5.9343          Actual/360         43,556.21          522,674.52     5/15/2007
   125       5.4820       0.0207         5.4613          Actual/360         33,904.65          406,855.80      5/8/2007
   126       5.7300       0.0807         5.6493          Actual/360         42,216.96          506,603.52      3/8/2007
   127       5.6600       0.0207         5.6393          Actual/360         41,606.50          499,278.00     4/26/2007
   128       5.7180       0.0207         5.6973          Actual/360         34,879.80          418,557.60      4/4/2007
   129       5.6500       0.0207         5.6293          Actual/360         41,272.36          495,268.32     4/10/2007
   130       5.6000       0.0207         5.5793          Actual/360         40,759.61          489,115.32      4/4/2007
   131       5.5970       0.0207         5.5763          Actual/360         38,037.13          456,445.56     5/16/2007
   132       5.5700       0.0207         5.5493          Actual/360         40,053.21          480,638.52     4/23/2007
   133       6.0800       0.0607         6.0193          Actual/360         42,329.25          507,951.00     3/27/2007
   134       5.7800       0.0207         5.7593          Actual/360         40,398.12          484,777.44      5/9/2007
   135       5.7200       0.0207         5.6993          Actual/360         32,711.25          392,535.00     4/18/2007
   136       5.7700       0.0207         5.7493          Actual/360         32,508.34          390,100.08     4/30/2007
   137       5.6600       0.0607         5.5993          Actual/360         38,139.29          457,671.48     3/14/2007
   138       5.6730       0.0207         5.6523          Actual/360         38,193.58          458,322.96     4/18/2007
  138.1
  138.2
   139       6.0000       0.0207         5.9793          Actual/360         33,397.50          400,770.00     3/16/2007
   140       5.7000       0.0207         5.6793          Actual/360         35,762.17          429,146.04     3/27/2007
   141       5.6800       0.0307         5.6493          Actual/360         37,064.55          444,774.60     4/23/2007
   142       5.6100       0.0207         5.5893          Actual/360         34,831.60          417,979.20      4/9/2007
   143       6.2690       0.0207         6.2483          Actual/360         39,114.85          469,378.20      5/1/2007
   144       5.8000       0.0207         5.7793          Actual/360         30,711.81          368,541.72     4/17/2007
   145       5.7500       0.0207         5.7293          Actual/360         35,597.94          427,175.28      5/3/2007
   146       5.8750       0.0207         5.8543          Actual/360         33,709.21          404,510.52     4/27/2007
   147       6.0000       0.0207         5.9793          Actual/360         38,658.08          463,896.96     4/26/2007
   148       5.6300       0.0207         5.6093          Actual/360         32,733.74          392,804.88      3/7/2007
   149       5.6700       0.0207         5.6493          Actual/360         34,362.94          412,355.28     4/13/2007
   150       5.8120       0.0207         5.7913          Actual/360         33,178.44          398,141.28      3/2/2007
   151       5.8000       0.0907         5.7093          Actual/360         34,747.51          416,970.12     3/20/2007
   152       5.8500       0.0207         5.8293          Actual/360         34,318.79          411,825.48     4/12/2007
  152.1
  152.2
  152.3
   153       5.5500       0.0207         5.5293          Actual/360         27,272.08          327,264.96     4/30/2007
   154       5.5500       0.0207         5.5293          Actual/360         27,272.08          327,264.96     4/30/2007
   155       5.5500       0.0207         5.5293          Actual/360         27,272.08          327,264.96     4/30/2007
   156       5.8100       0.0807         5.7293          Actual/360         33,833.66          406,003.92     4/18/2007
   157       5.6200       0.0207         5.5993          Actual/360         35,412.64          424,951.68      4/5/2007
   158       5.7700       0.0507         5.7193          Actual/360         33,271.78          399,261.36     3/14/2007
   159       5.8300       0.0207         5.8093          Actual/360         33,200.70          398,408.40     3/27/2007
             5.8000       0.0307         5.7693          Actual/360         32,858.17          394,298.04     4/12/2007
   160       5.8000       0.0807         5.7193          Actual/360         16,898.49          202,781.88     4/12/2007
   161       5.8000       0.0807         5.7193          Actual/360         15,959.68          191,516.16     4/12/2007
   162       5.9500       0.0207         5.9293          Actual/360         28,229.44          338,753.28     4/12/2007
   163       5.9500       0.0207         5.9293          Actual/360         28,229.44          338,753.28     4/12/2007
   164       5.8600       0.0207         5.8393          Actual/360         31,265.66          375,187.92      5/9/2007
   165       6.0200       0.1407         5.8793          Actual/360         36,149.37          433,792.44     1/25/2007
   166       5.7860       0.0207         5.7653          Actual/360         30,851.98          370,223.76      5/7/2007
   167       5.7200       0.0307         5.6893          Actual/360         31,991.77          383,901.24      3/7/2007
   168       5.6300       0.0207         5.6093          Actual/360         31,332.88          375,994.56      5/9/2007
   169       5.8500       0.0207         5.8293          Actual/360         31,561.84          378,742.08     4/11/2007
   170       5.7200       0.0207         5.6993          Actual/360         25,684.39          308,212.68     3/28/2007
   171       5.8740       0.0207         5.8533          Actual/360         31,348.11          376,177.32     5/10/2007
   172       5.5000       0.0207         5.4793          Actual/360         29,979.26          359,751.12      4/2/2007
   173       5.6000       0.0207         5.5793          Actual/360         30,253.96          363,047.52      5/4/2007
   174       6.0200       0.0807         5.9393          Actual/360         31,844.36          382,132.32     9/15/2006
  174.1
  174.2
  174.3
  174.4
   175       5.6900       0.0207         5.6693          Actual/360         30,524.73          366,296.76     3/28/2007
   176       5.8000       0.0207         5.7793          Actual/360         25,552.22          306,626.64     3/19/2007
   177       5.6740       0.0207         5.6533          Actual/360         29,516.45          354,197.40      4/9/2007
   178       6.1740       0.0207         6.1533          Actual/360         38,859.94          466,319.28     4/24/2007
   179       5.7600       0.0307         5.7293          Actual/360         29,210.41          350,524.92      5/3/2007
   180       5.8200       0.0207         5.7993          Actual/360         29,401.36          352,816.32      4/9/2007
   181       5.8800       0.0207         5.8593          Actual/360         29,592.87          355,114.44     4/27/2007
   182       5.6250       0.0207         5.6043          Actual/360         28,782.82          345,393.84     3/21/2007
   183       6.0400       0.0207         6.0193          Actual/360         42,300.97          507,611.64     3/22/2007
   184       5.7500       0.0307         5.7193          Actual/360         28,571.73          342,860.76     3/30/2007
   185       5.8000       0.0557         5.7443          Actual/360         28,516.20          342,194.40     4/10/2007
   186       5.6400       0.0207         5.6193          Actual/360         27,965.28          335,583.36     3/20/2007
   187       5.8500       0.0207         5.8293          Actual/360         28,317.16          339,805.92      5/1/2007
   188       5.7600       0.0207         5.7393          Actual/360         23,424.00          281,088.00     3/13/2007
   189       5.8800       0.0807         5.7993          Actual/360         28,409.15          340,909.80     2/13/2007
   190       6.4722       0.0207         6.4515          Actual/360         30,102.00          361,224.00     3/22/2007
   191       5.9600       0.0807         5.8793          Actual/360         28,356.61          340,279.32      5/7/2007
   192       5.8200       0.0207         5.7993          Actual/360         27,637.28          331,647.36     4/16/2007
   193       5.8125       0.0207         5.7918          Actual/360         27,614.82          331,377.84     5/15/2007
   194       5.7500       0.0307         5.7193          Actual/360         27,176.99          326,123.88      5/3/2007
   195       5.7000       0.0607         5.6393          Actual/360         26,698.42          320,381.04     3/29/2007
   196       5.8400       0.0207         5.8193          Actual/360         22,512.39          270,148.68     4/16/2007
  196.1
  196.2
  196.3
   197       5.7200       0.0807         5.6393          Actual/360         26,291.41          315,496.92      4/5/2007
   198       5.9140       0.0207         5.8933          Actual/360         26,731.47          320,777.64     1/31/2007
   199       5.8000       0.0207         5.7793          Actual/360         26,403.89          316,846.68      4/2/2007
   200       5.7750       0.0207         5.7543          Actual/360         25,747.13          308,965.56     4/17/2007
   201       5.9800       0.0207         5.9593          Actual/360         40,641.63          487,699.56     3/22/2007
   202       5.8520       0.0207         5.8313          Actual/360         21,616.64          259,399.68     4/23/2007
   203       5.5300       0.0207         5.5093          Actual/360         24,495.92          293,951.04      3/8/2007
   204       5.6100       0.0207         5.5893          Actual/360         24,712.52          296,550.24     4/25/2007
   205       5.7400       0.0207         5.7193          Actual/360         20,667.99          248,015.88     5/21/2007
   206       5.8800       0.0307         5.8493          Actual/360         25,153.94          301,847.28      4/5/2007
   207       5.7300       0.0207         5.7093          Actual/360         24,456.72          293,480.64      4/2/2007
   208       5.8750       0.0207         5.8543          Actual/360         24,548.82          294,585.84      5/9/2007
   209       5.6900       0.0207         5.6693          Actual/360         23,215.55          278,586.60      5/2/2007
   210       5.7100       0.0207         5.6893          Actual/360         23,822.41          285,868.92     4/11/2007
   211       5.9900       0.0607         5.9293          Actual/360         25,940.72          311,288.64     4/20/2007
   212       5.7730       0.0207         5.7523          Actual/360         22,201.11          266,413.32     3/22/2007
   213       5.6830       0.0207         5.6623          Actual/360         23,172.94          278,075.28      5/8/2007
   214       5.7380       0.0207         5.7173          Actual/360         23,312.43          279,749.16     4/25/2007
   215       5.7100       0.0207         5.6893          Actual/360         23,241.37          278,896.44     4/13/2007
   216       5.8500       0.0307         5.8193          Actual/360         23,597.64          283,171.68     4/30/2007
   217       6.0300       0.0207         6.0093          Actual/360         25,845.46          310,145.52     3/29/2007
   218       5.7800       0.0207         5.7593          Actual/360         25,236.82          302,841.84     3/30/2007
   219       6.0200       0.0207         5.9993          Actual/360         23,733.06          284,796.72     3/22/2007
   220       6.0830       0.0207         6.0623          Actual/360         23,590.99          283,091.88     5/16/2007
   221       5.7900       0.0207         5.7693          Actual/360         21,690.14          260,281.68      5/2/2007
   222       5.8000       0.0207         5.7793          Actual/360         22,589.99          271,079.88     3/30/2007
   223       5.8000       0.0807         5.7193          Actual/360         22,413.97          268,967.64     4/27/2007
   224       5.8000       0.0807         5.7193          Actual/360         22,296.62          267,559.44     4/27/2007
   225       5.7500       0.0807         5.6693          Actual/360         22,175.77          266,109.24      2/1/2007
   226       5.9800       0.0207         5.9593          Actual/360         37,042.99          444,515.88     3/28/2007
   227       5.6600       0.0207         5.6393          Actual/360         20,803.25          249,639.00     2/25/2007
   228       5.8200       0.0207         5.7993          Actual/360         21,168.98          254,027.76     3/13/2007
   229       5.7410       0.0207         5.7203          Actual/360         20,988.04          251,856.48      4/4/2007
   230       5.9400       0.0207         5.9193          Actual/360         21,445.14          257,341.68     3/29/2007
   231       5.7300       0.0207         5.7093          Actual/360         20,962.91          251,554.92      5/2/2007
   232       6.0200       0.0207         5.9993          Actual/360         25,833.07          309,996.84     4/10/2007
   233       6.0500       0.0807         5.9693          Actual/360         21,398.30          256,779.60     3/20/2007
   234       5.8200       0.0207         5.7993          Actual/360         20,580.95          246,971.40     3/13/2007
   235       5.9900       0.0207         5.9693          Actual/360         20,961.77          251,541.24     4/12/2007
   236       5.9400       0.0207         5.9193          Actual/360         20,849.45          250,193.40      4/3/2007
   237       5.8600       0.0207         5.8393          Actual/360         33,901.72          406,820.64     3/28/2007
   238       5.6400       0.0207         5.6193          Actual/360         16,246.33          194,955.96      4/2/2007
   239       5.5960       0.0207         5.5753          Actual/360         19,510.11          234,121.32     3/20/2007
   240       6.0300       0.0607         5.9693          Actual/360         20,450.34          245,404.08     2/12/2007
   241       5.7000       0.0207         5.6793          Actual/360         19,501.45          234,017.40     3/12/2007
   242       5.6600       0.0207         5.6393          Actual/360         19,416.37          232,996.44     4/30/2007
   243       5.9690       0.0207         5.9483          Actual/360         20,018.44          240,221.28     4/10/2007
   244       5.8600       0.0907         5.7693          Actual/360         19,489.12          233,869.44      3/8/2007
   245       5.6300       0.0207         5.6093          Actual/360         19,007.08          228,084.96     4/13/2007
  245.1
  245.2
   246       6.0500       0.0207         6.0293          Actual/360         19,770.82          237,249.84     3/19/2007
   247       5.8400       0.0307         5.8093          Actual/360         19,152.34          229,828.08     4/12/2007
   248       5.8200       0.0207         5.7993          Actual/360         18,816.87          225,802.44     4/12/2007
   249       5.6100       0.0207         5.5893          Actual/360         18,390.71          220,688.52      5/1/2007
   250       5.7720       0.0207         5.7513          Actual/360         17,481.28          209,775.36     4/24/2007
   251       5.7400       0.0207         5.7193          Actual/360         17,137.96          205,655.52      3/9/2007
   252       5.8300       0.0207         5.8093          Actual/360         17,323.40          207,880.80     3/22/2007
   253       5.8500       0.0207         5.8293          Actual/360         17,993.20          215,918.40     3/23/2007
  253.1
  253.2
   254       5.6350       0.0207         5.6143          Actual/360         20,866.03          250,392.36     4/25/2007
   255       5.9800       0.0207         5.9593          Actual/360         27,710.21          332,522.52     3/28/2007
   256       6.2400       0.0207         6.2193          Actual/360         18,144.48          217,733.76     4/13/2007
   257       6.0000       0.0207         5.9793          Actual/360         17,686.74          212,240.88     4/23/2007
   258       6.4000       0.0807         6.3193          Actual/360         18,139.67          217,676.04     5/11/2007
   259       5.9400       0.0207         5.9193          Actual/360         17,185.90          206,230.80      4/4/2007
   260       5.7400       0.0607         5.6793          Actual/360         16,613.73          199,364.76     3/30/2007
   261       6.1200       0.0207         6.0993          Actual/360         17,951.12          215,413.44     4/11/2007
   262       5.7800       0.0207         5.7593          Actual/360         15,276.05          183,312.60     5/10/2007
   263       5.7900       0.0307         5.7593          Actual/360         15,942.37          191,308.44     2/12/2007
   264       5.6600       0.0207         5.6393          Actual/360         15,671.78          188,061.36     3/16/2007
   265       5.6600       0.0207         5.6393          Actual/360         12,947.25          155,367.00      4/5/2007
   266       5.7500       0.0807         5.6693          Actual/360         15,756.47          189,077.64      5/3/2007
   267       5.9500       0.0207         5.9293          Actual/360         29,907.79          358,893.48     4/26/2007
   268       5.9700       0.1007         5.8693          Actual/360         18,939.59          227,275.08     4/27/2007
   269       5.9760       0.0207         5.9553          Actual/360         15,548.22          186,578.64     5/16/2007
   270       6.5200       0.1007         6.4193          Actual/360         19,415.53          232,986.36     10/2/2006
   271       6.0500       0.1007         5.9493          Actual/360         16,507.71          198,092.52     3/15/2007
   272       5.7900       0.0307         5.7593          Actual/360         14,770.13          177,241.56      3/9/2007
   273       5.6800       0.0307         5.6493          Actual/360         15,622.08          187,464.96      4/2/2007
   274       5.7900       0.0207         5.7693          Actual/360         14,535.69          174,428.28      3/5/2007
   275       5.7000       0.0207         5.6793          Actual/360         13,929.61          167,155.32     3/13/2007
   276       5.7800       0.0607         5.7193          Actual/360         14,051.52          168,618.24      4/4/2007
   277       5.8900       0.0807         5.8093          Actual/360         14,219.92          170,639.04      4/2/2007
   278       5.8100       0.0207         5.7893          Actual/360         14,097.36          169,168.32     4/11/2007
   279       6.1000       0.0207         6.0793          Actual/360         14,543.87          174,526.44     3/16/2007
   280       5.9800       0.0207         5.9593          Actual/360         23,395.57          280,746.84     3/27/2007
   281       5.7700       0.0207         5.7493          Actual/360         13,743.83          164,925.96     3/12/2007
   282       5.6700       0.0207         5.6493          Actual/360         13,305.52          159,666.24     4/12/2007
   283       5.8000       0.0207         5.7793          Actual/360         14,539.02          174,468.24     4/18/2007
   284       5.6500       0.0207         5.6293          Actual/360         13,045.53          156,546.36     4/26/2007
   285       6.0000       0.0207         5.9793          Actual/360         13,549.84          162,598.08     5/11/2007
   286       5.7740       0.0207         5.7533          Actual/360         13,164.71          157,976.52     3/29/2007
   287       5.6900       0.0207         5.6693          Actual/360         12,899.81          154,797.72     3/28/2007
   288       5.7300       0.0207         5.7093          Actual/360         12,898.01          154,776.12     4/12/2007
   289       6.0800       0.0207         6.0593          Actual/360         13,303.48          159,641.76      5/9/2007
   290       5.7860       0.0207         5.7653          Actual/360         12,229.61          146,755.32      5/9/2007
   291       5.6700       0.0507         5.6193          Actual/360         12,727.02          152,724.24     1/19/2007
   292       5.9590       0.0807         5.8783          Actual/360         12,833.72          154,004.64     3/30/2007
   293       5.8600       0.0207         5.8393          Actual/360         12,057.61          144,691.32     3/20/2007
   294       6.2900       0.0207         6.2693          Actual/360         13,170.24          158,042.88     3/20/2007
   295       5.9700       0.0407         5.9293          Actual/360         12,400.68          148,808.16     4/17/2007
   296       5.9000       0.0207         5.8793          Actual/360         12,099.98          145,199.76     4/19/2007
   297       5.7500       0.0207         5.7293          Actual/360         11,671.46          140,057.52      3/2/2007
   298       5.5700       0.0207         5.5493          Actual/360         9,438.06           113,256.72      5/1/2007
   299       5.8600       0.0207         5.8393          Actual/360         11,811.59          141,739.08     4/27/2007
   300       5.6600       0.0207         5.6393          Actual/360         12,473.58          149,682.96      5/8/2007
   301       6.2170       0.0607         6.1563          Actual/360         12,148.74          145,784.88     3/13/2007
   302       5.7190       0.0207         5.6983          Actual/360         11,341.30          136,095.60    10/31/2006
   303       5.7150       0.0207         5.6943          Actual/360         10,580.59          126,967.08     3/26/2007
   304       6.1000       0.0207         6.0793          Actual/360         9,302.50           111,630.00     3/30/2007
   305       5.9600       0.0207         5.9393          Actual/360         10,745.66          128,947.92     4/16/2007
   306       5.9400       0.0207         5.9193          Actual/360         19,929.50          239,154.00     3/28/2007
   307       5.8060       0.0207         5.7853          Actual/360         10,304.22          123,650.64     4/13/2007
   308       5.7500       0.0207         5.7293          Actual/360         9,804.02           117,648.24      3/6/2007
   309       6.2300       0.0207         6.2093          Actual/360         14,257.95          171,095.40     5/11/2007
   310       6.0310       0.0207         6.0103          Actual/360         8,277.55            99,330.60     4/11/2007
   311       5.9270       0.0207         5.9063          Actual/360         9,157.79           109,893.48     3/30/2007
   312       6.0500       0.0207         6.0293          Actual/360         9,041.53           108,498.36      3/6/2007
   313       5.8700       0.0707         5.7993          Actual/360         8,661.35           103,936.20      4/2/2007
   314       5.7100       0.0507         5.6593          Actual/360         7,843.96            94,127.52     4/30/2007
   315       5.7700       0.0807         5.6893          Actual/360         7,749.18            92,990.16     4/25/2007
   316       5.9400       0.0207         5.9193          Actual/360         7,863.22            94,358.64     4/17/2007
   317       5.9600       0.0207         5.9393          Actual/360         7,327.95            87,935.40     5/10/2007
   318       5.7100       0.0507         5.6593          Actual/360         6,972.41            83,668.92     4/30/2007
   319       5.7100       0.0507         5.6593          Actual/360         6,536.64            78,439.68     4/30/2007
   320       6.1600       0.0207         6.1393          Actual/360         6,800.11            81,601.32     4/11/2007
   321       5.7100       0.0507         5.6593          Actual/360         6,391.38            76,696.56     4/30/2007
   322       5.7700       0.0207         5.7493          Actual/360         5,848.44            70,181.28     3/12/2007
   323       6.3300       0.0207         6.3093          Actual/360         6,016.81            72,201.72     2/16/2007
   324       6.1900       0.0207         6.1693          Actual/360         5,445.20            65,342.40      5/1/2007
   325       6.1500       0.0207         6.1293          Actual/360         5,330.75            63,969.00      3/9/2007
   326       6.9250       0.0207         6.9043          Actual/360         5,678.35            68,140.20     7/10/2006


                FIRST                                                                  FINAL                       ORIGINAL TERM
               PAYMENT       PAYMENT    MATURITY/           ARD/HYBRID                MATURITY                     TO MATURITY
  LOAN #         DATE        DUE DATE    ARD DATE              LOAN                     DATE          SEASONING       OR ARD
----------------------------------------------------------------------------------------------------------------------------------

    1              7/8/2007     8          6/8/2013             No                                        0             72
    2              7/8/2007     8          6/8/2017             No                                        0            120
    3              6/8/2007     8          5/8/2017             No                                        1            120
    4              6/8/2007     8          5/8/2012             No                                        1             60
    5              4/1/2007     1          3/1/2017             No                                        3            120
    6              6/8/2007     8          5/8/2017             No                                        1            120
    7              6/8/2007     8          5/8/2017             No                                        1            120
    8              6/8/2007     8          5/8/2017             No                                        1            120
    9              6/8/2007     8          5/8/2017             No                                        1            120
    10             5/1/2007     1          4/1/2017             No                                        2            120
    11             7/8/2007     8          6/8/2017             No                                        0            120
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
  11.09
  11.10
  11.11
  11.12
  11.13
  11.14
  11.15
  11.16
  11.17
  11.18
  11.19
  11.20
  11.21
  11.22
  11.23
  11.24
  11.25
  11.26
  11.27
  11.28
  11.29
  11.30
  11.31
  11.32
  11.33
  11.34
  11.35
  11.36
  11.37
  11.38
  11.39
  11.40
  11.41
  11.42
  11.43
  11.44
  11.45
  11.46
  11.47
  11.48
  11.49
  11.50
  11.51
  11.52
  11.53
  11.54
  11.55
  11.56
  11.57
  11.58
  11.59
  11.60
  11.61
  11.62
    12             6/8/2007     8          5/8/2017             No                                        1            120
    13             6/8/2007     8          5/8/2014             No                                        1             84
    14            12/1/2006     1         11/1/2016             No                                        7            120
   14.1
   14.2
    15             5/8/2007     8          4/8/2012             No                                        2             60
                   5/1/2007     1          4/1/2017             No                                        2            120
    16             5/1/2007     1          4/1/2017             No                                        2            120
    17             5/1/2007     1          4/1/2017             No                                        2            120
    18             5/1/2007     1          4/1/2017             No                                        2            120
    19             6/8/2007     8          5/8/2017             No                                        1            120
    20             6/1/2007     1          5/1/2017             No                                        1            120
    21             7/8/2007     8          6/8/2017             No                                        0            120
    22             6/8/2007     8          5/8/2012             No                                        1             60
    23            12/1/2006     1         11/1/2016             No                                        7            120
    24            5/11/2007     11        4/11/2018             No                                        2            132
    25             4/1/2007     1          3/1/2017             No                                        3            120
    26            6/11/2007     11        5/11/2017             No                                        1            120
    27             7/8/2007     8          6/8/2017             No                                        0            120
    28            5/11/2007     11        4/11/2012             No                                        2             60
    29             7/8/2007     8          6/8/2017             No                                        0            120
    30             6/8/2007     8          5/8/2012             No                                        1             60
    31             6/8/2007     8          5/8/2017             No                                        1            120
    32             6/8/2007     8          5/8/2017             No                                        1            120
   32.1
   32.2
   32.3
   32.4
   32.5
    33             4/8/2007     8          3/8/2017             No                                        3            120
    34            6/11/2007     11        5/11/2017             No                                        1            120
    35             4/8/2007     8          3/8/2017             No                                        3            120
   35.1
   35.2
   35.3
    36             6/8/2007     8          5/8/2017             No                                        1            120
    37             7/8/2007     8          6/8/2017             No                                        0            120
    38             5/8/2007     8          4/8/2017             No                                        2            120
    39             5/8/2007     8          4/8/2017             No                                        2            120
   39.1
   39.2
   39.3
    40             5/8/2007     8          4/8/2017             No                                        2            120
    41             5/1/2007     1          4/1/2017             No                                        2            120
    42            5/11/2007     11        4/11/2017             No                                        2            120
    43             7/8/2007     8          6/8/2017             No                                        0            120
    44             6/8/2007     8          5/8/2017             No                                        1            120
    45             6/8/2007     8          5/8/2017             No                                        1            120
    46             3/1/2007     1          2/1/2017             No                                        4            120
    47            6/11/2007     11        5/11/2017             No                                        1            120
    48             6/8/2007     8          5/8/2017             No                                        1            120
    49             6/8/2007     8          5/8/2017             No                                        1            120
    50             5/8/2007     8          4/8/2017             No                                        2            120
    51            6/11/2007     11        5/11/2017             No                                        1            120
    52             5/8/2007     8          4/8/2017             No                                        2            120
    53             5/8/2007     8          4/8/2017             No                                        2            120
    54             6/8/2007     8          5/8/2012             No                                        1             60
    55             6/8/2007     8          5/8/2017             No                                        1            120
    56             6/8/2007     8          5/8/2017             No                                        1            120
    57             6/8/2007     8          5/8/2017             No                                        1            120
    58             5/8/2007     8          4/8/2017             No                                        2            120
    59            6/11/2007     11        5/11/2017             No                                        1            120
    60             4/1/2007     1          3/1/2017             No                                        3            120
    61             7/1/2007     1          6/1/2017             No                                        0            120
    62             4/1/2007     1          3/1/2017             No                                        3            120
    63            6/11/2007     11        5/11/2017             No                                        1            120
    64             6/8/2007     8          5/8/2012             No                                        1             60
    65             6/8/2007     8          5/8/2017             No                                        1            120
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66             6/8/2007     8          5/8/2017             No                                        1            120
   66.1
   66.2
   66.3
    67            7/11/2007     11        6/11/2017             No                                        0            120
    68             5/1/2007     1          4/1/2017             No                                        2            120
    69            3/11/2007     11        2/11/2017             No                                        4            120
    70             7/8/2007     8          6/8/2017             No                                        0            120
    71             5/1/2007     1          4/1/2017             No                                        2            120
    72             6/8/2007     8          5/8/2017             No                                        1            120
    73             4/8/2007     8          3/8/2017             No                                        3            120
    74             6/1/2007     1          5/1/2017             No                                        1            120
    75             5/8/2007     8          4/8/2017             No                                        2            120
    76             5/1/2007     1          4/1/2017             No                                        2            120
    77             5/1/2007     1          4/1/2017             No                                        2            120
    78             6/8/2007     8          5/8/2017             No                                        1            120
    79             6/8/2007     8          5/8/2012             No                                        1             60
   79.1
   79.2
    80             6/8/2007     8          5/8/2017             No                                        1            120
    81             6/8/2007     8          5/8/2017             No                                        1            120
    82             5/1/2007     1          4/1/2017             No                                        2            120
    83             3/1/2007     1          2/1/2017             No                                        4            120
    84             6/8/2007     8          5/8/2017             No                                        1            120
    85            6/11/2007     11        5/11/2017             No                                        1            120
    86             7/8/2007     8          6/8/2017             No                                        0            120
    87             7/1/2007     1          9/1/2016             No                                        0            111
    88            3/11/2007     11        2/11/2017             No                                        4            120
    89             6/8/2007     8          5/8/2017             No                                        1            120
    90             6/1/2007     1          5/1/2017             No                                        1            120
    91             5/8/2007     8          4/8/2012             No                                        2             60
    92             6/8/2007     8          5/8/2017             No                                        1            120
    93             6/8/2007     8          5/8/2017             No                                        1            120
    94             6/8/2007     8          5/8/2017             No                                        1            120
    95             3/8/2007     8          2/8/2017             No                                        4            120
    96            6/11/2007     11        9/11/2012             No                                        1             64
    97             6/8/2007     8          5/8/2017             No                                        1            120
    98             5/8/2007     8          4/8/2017             No                                        2            120
    99             6/8/2007     8          5/8/2017             No                                        1            120
   100             5/8/2007     8          4/8/2017             Yes                          4/8/2037     2            120
   101             2/8/2007     8          1/8/2017             No                                        5            120
   102             6/1/2007     1          5/1/2017             No                                        1            120
   103             5/8/2007     8          4/8/2017             No                                        2            120
   104             7/8/2007     8          6/8/2017             No                                        0            120
  104.1
  104.2
  104.3
  104.4
  104.5
   105             7/1/2007     1          6/1/2017             No                                        0            120
   106             6/1/2007     1          5/1/2017             No                                        1            120
   107             6/1/2007     1          5/1/2017             No                                        1            120
   108             7/8/2007     8          6/8/2017             No                                        0            120
   109             5/8/2007     8          4/8/2017             No                                        2            120
   110             4/8/2007     8          3/8/2017             No                                        3            120
   111             6/8/2007     8          5/8/2017             No                                        1            120
   112             4/8/2007     8          3/8/2014             No                                        3             84
   113             6/1/2007     1          5/1/2017             No                                        1            120
   114             5/8/2007     8          4/8/2017             No                                        2            120
   115             6/8/2007     8          5/8/2014             No                                        1             84
   116             5/8/2007     8          4/8/2014             No                                        2             84
   117             7/8/2007     8          6/8/2017             No                                        0            120
   118             5/8/2007     8          4/8/2017             No                                        2            120
   119             5/8/2007     8          4/8/2017             No                                        2            120
   120             5/8/2007     8          4/8/2014             Yes                          4/8/2037     2             84
   121             5/8/2007     8          4/8/2017             No                                        2            120
   122             6/1/2007     1          5/1/2017             No                                        1            120
   123            7/11/2007     11        6/11/2017             No                                        0            120
   124             7/8/2007     8          6/8/2017             No                                        0            120
   125             7/8/2007     8          6/8/2017             No                                        0            120
   126             5/1/2007     1          4/1/2017             No                                        2            120
   127             6/8/2007     8          5/8/2017             No                                        1            120
   128             5/8/2007     8          4/8/2017             No                                        2            120
   129             6/8/2007     8          5/8/2017             No                                        1            120
   130             5/8/2007     8          4/8/2017             No                                        2            120
   131             7/8/2007     8          6/8/2017             No                                        0            120
   132             6/8/2007     8          5/8/2017             No                                        1            120
   133             5/1/2007     1          4/1/2017             No                                        2            120
   134             7/8/2007     8          6/8/2017             No                                        0            120
   135            6/11/2007     11        5/11/2017             No                                        1            120
   136            6/11/2007     11        5/11/2017             No                                        1            120
   137             5/1/2007     1          4/1/2017             No                                        2            120
   138             6/8/2007     8          5/8/2017             No                                        1            120
  138.1
  138.2
   139             5/8/2007     8          4/8/2017             No                                        2            120
   140             5/8/2007     8          4/8/2017             No                                        2            120
   141             6/1/2007     1          5/1/2017             No                                        1            120
   142            6/11/2007     11        5/11/2017             No                                        1            120
   143             6/8/2007     8          5/8/2017             No                                        1            120
   144             6/8/2007     8          5/8/2017             No                                        1            120
   145             6/8/2007     8          5/8/2017             No                                        1            120
   146             6/8/2007     8          5/8/2017             No                                        1            120
   147             6/8/2007     8          5/8/2017             No                                        1            120
   148             4/8/2007     8          3/8/2017             No                                        3            120
   149            6/11/2007     11        5/11/2017             No                                        1            120
   150             4/8/2007     8          3/8/2017             No                                        3            120
   151             5/1/2007     1          4/1/2017             No                                        2            120
   152            6/11/2007     11        5/11/2017             No                                        1            120
  152.1
  152.2
  152.3
   153             6/8/2007     8          5/8/2017             No                                        1            120
   154             6/8/2007     8          5/8/2017             No                                        1            120
   155             6/8/2007     8          5/8/2017             No                                        1            120
   156             6/8/2007     8          5/8/2017             No                                        1            120
   157            6/11/2007     11        5/11/2017             No                                        1            120
   158             5/1/2007     1          4/1/2017             No                                        2            120
   159            5/11/2007     11        4/11/2017             No                                        2            120
                   6/1/2007     1          5/1/2017             No                                        1            120
   160             6/1/2007     1          5/1/2017             No                                        1            120
   161             6/1/2007     1          5/1/2017             No                                        1            120
   162            6/11/2007     11        9/11/2012             No                                        1             64
   163            6/11/2007     11        9/11/2012             No                                        1             64
   164            6/11/2007     11        5/11/2017             No                                        1            120
   165             3/1/2007     1          2/1/2017             No                                        4            120
   166             6/8/2007     8          5/8/2017             No                                        1            120
   167             5/1/2007     1          4/1/2017             No                                        2            120
   168             7/8/2007     8          6/8/2017             No                                        0            120
   169            6/11/2007     11        5/11/2017             No                                        1            120
   170            5/11/2007     11        4/11/2017             No                                        2            120
   171             7/8/2007     8          6/8/2017             No                                        0            120
   172             5/8/2007     8          4/8/2017             No                                        2            120
   173             6/8/2007     8          5/8/2017             No                                        1            120
   174            11/1/2006     1         10/1/2016             No                                        8            120
  174.1
  174.2
  174.3
  174.4
   175             5/8/2007     8          4/8/2017             No                                        2            120
   176             5/8/2007     8          4/8/2017             No                                        2            120
   177             6/8/2007     8          5/8/2017             No                                        1            120
   178             6/8/2007     8          5/8/2017             No                                        1            120
   179             7/1/2007     1          6/1/2017             No                                        0            120
   180            7/11/2007     11        6/11/2017             No                                        0            120
   181             6/8/2007     8          5/8/2017             No                                        1            120
   182             5/8/2007     8          4/8/2017             No                                        2            120
   183             5/8/2007     8          4/8/2022             No                                        2            180
   184             5/1/2007     1          4/1/2017             No                                        2            120
   185             6/8/2007     8          5/8/2017             No                                        1            120
   186            5/11/2007     11        4/11/2017             No                                        2            120
   187            6/11/2007     11        5/11/2017             No                                        1            120
   188             5/8/2007     8          4/8/2012             No                                        2             60
   189             4/1/2007     1          3/1/2017             No                                        3            120
   190             5/8/2007     8          4/8/2017             No                                        2            120
   191            7/11/2007     11        6/11/2017             No                                        0            120
   192             6/8/2007     8          5/8/2017             No                                        1            120
   193             7/8/2007     8          6/8/2017             No                                        0            120
   194             7/1/2007     1          6/1/2017             No                                        0            120
   195             5/1/2007     1          4/1/2017             No                                        2            120
   196            6/11/2007     11        5/11/2014 Yes-Lender option to cancel             5/11/2037     1             84
  196.1
  196.2
  196.3
   197             6/1/2007     1          5/1/2017             No                                        1            120
   198             3/8/2007     8          2/8/2017             No                                        4            120
   199            5/11/2007     11        4/11/2017             No                                        2            120
   200             6/8/2007     8          5/8/2017             No                                        1            120
   201             5/8/2007     8          4/8/2019             No                                        2            144
   202             6/8/2007     8          5/8/2014             No                                        1             84
   203            5/11/2007     11        4/11/2017             No                                        2            120
   204             6/8/2007     8          5/8/2017             No                                        1            120
   205             7/8/2007     8          6/8/2017             No                                        0            120
   206             6/1/2007     1          5/1/2017             No                                        1            120
   207             5/8/2007     8          4/8/2017             No                                        2            120
   208             7/8/2007     8          6/8/2017             No                                        0            120
   209             6/8/2007     8          5/8/2017             No                                        1            120
   210            6/11/2007     11        5/11/2017             No                                        1            120
   211             6/1/2007     1          5/1/2017             No                                        1            120
   212             5/8/2007     8          4/8/2017             No                                        2            120
   213             6/8/2007     8          5/8/2017             No                                        1            120
   214             6/8/2007     8          5/8/2017             No                                        1            120
   215            6/11/2007     11        5/11/2017             No                                        1            120
   216             6/1/2007     1          5/1/2017             No                                        1            120
   217             5/8/2007     8          4/8/2017             No                                        2            120
   218            5/11/2007     11        4/11/2017             No                                        2            120
   219             5/8/2007     8          4/8/2017             No                                        2            120
   220             7/8/2007     8          6/8/2017             No                                        0            120
   221            6/11/2007     11        5/11/2017             No                                        1            120
   222            5/11/2007     11        4/11/2017             No                                        2            120
   223             6/1/2007     1          5/1/2017             No                                        1            120
   224             6/1/2007     1          5/1/2017             No                                        1            120
   225             4/1/2007     1          3/1/2017             No                                        3            120
   226             5/8/2007     8          4/8/2019             No                                        2            144
   227            4/11/2007     11        3/11/2017             No                                        3            120
   228             5/8/2007     8          4/8/2017             No                                        2            120
   229             5/8/2007     8          4/8/2017             No                                        2            120
   230            5/11/2007     11        4/11/2017             No                                        2            120
   231             6/8/2007     8          5/8/2017             No                                        1            120
   232             6/8/2007     8          5/8/2017             No                                        1            120
   233             5/1/2007     1          4/1/2017             No                                        2            120
   234             5/8/2007     8          4/8/2012             No                                        2             60
   235             6/8/2007     8          5/8/2017             No                                        1            120
   236             5/8/2007     8          4/8/2017             No                                        2            120
   237             5/8/2007     8          4/8/2017             No                                        2            120
   238             5/8/2007     8          4/8/2017             No                                        2            120
   239             5/8/2007     8          4/8/2017             No                                        2            120
   240             4/1/2007     1          3/1/2017             No                                        3            120
   241             5/8/2007     8          4/8/2017             No                                        2            120
   242             6/8/2007     8          5/8/2017             No                                        1            120
   243             6/8/2007     8          5/8/2015             No                                        1             96
   244             4/8/2007     8          3/8/2017             No                                        3            120
   245            6/11/2007     11        5/11/2017             No                                        1            120
  245.1
  245.2
   246            5/11/2007     11        4/11/2012             No                                        2             60
   247             6/1/2007     1          5/1/2017             No                                        1            120
   248             6/8/2007     8          5/8/2017             No                                        1            120
   249             6/8/2007     8          5/8/2017             No                                        1            120
   250             6/8/2007     8          5/8/2017             No                                        1            120
   251             5/8/2007     8          4/8/2017             No                                        2            120
   252             5/8/2007     8          4/8/2017             No                                        2            120
   253             5/8/2007     8          4/8/2017             No                                        2            120
  253.1
  253.2
   254             6/8/2007     8          5/8/2017             No                                        1            120
   255             5/8/2007     8          4/8/2019             No                                        2            144
   256             6/8/2007     8          5/8/2017             No                                        1            120
   257             6/8/2007     8          5/8/2017             No                                        1            120
   258             7/8/2007     8          6/8/2017             No                                        0            120
   259             5/8/2007     8          4/8/2017             No                                        2            120
   260             5/1/2007     1          4/1/2017             No                                        2            120
   261             6/8/2007     8          5/8/2017             No                                        1            120
   262             7/8/2007     8          6/8/2017             No                                        0            120
   263             4/1/2007     1          3/1/2017             No                                        3            120
   264             5/8/2007     8          4/8/2017             No                                        2            120
   265             5/8/2007     8          4/8/2017             No                                        2            120
   266             7/1/2007     1          6/1/2017             No                                        0            120
   267             6/8/2007     8          5/8/2017             No                                        1            120
   268            6/11/2007     11        5/11/2017             No                                        1            120
   269             7/8/2007     8          6/8/2017             No                                        0            120
   270           12/11/2006     11       11/11/2016             No                                        7            120
   271            5/11/2007     11        4/11/2017             No                                        2            120
   272             5/1/2007     1          4/1/2017             No                                        2            120
   273             6/1/2007     1          5/1/2017             No                                        1            120
   274             4/8/2007     8          3/8/2017             No                                        3            120
   275            5/11/2007     11        4/11/2017             No                                        2            120
   276             6/1/2007     1          5/1/2017             No                                        1            120
   277             5/8/2007     8          4/8/2017             No                                        2            120
   278            6/11/2007     11        5/11/2017             No                                        1            120
   279             5/8/2007     8          4/8/2017             No                                        2            120
   280             5/8/2007     8          4/8/2019             No                                        2            144
   281            5/11/2007     11        4/11/2017             No                                        2            120
   282             6/8/2007     8          5/8/2017             No                                        1            120
   283             6/8/2007     8          5/8/2017             No                                        1            120
   284            6/11/2007     11        5/11/2017             No                                        1            120
   285             7/8/2007     8          6/8/2017             No                                        0            120
   286             5/8/2007     8          4/8/2017             No                                        2            120
   287             5/8/2007     8          4/8/2017             No                                        2            120
   288             6/8/2007     8          5/8/2017             No                                        1            120
   289             7/8/2007     8          6/8/2017             No                                        0            120
   290             7/8/2007     8          6/8/2017             No                                        0            120
   291             3/1/2007     1          2/1/2017             No                                        4            120
   292             5/8/2007     8          4/8/2017             No                                        2            120
   293             5/8/2007     8          4/8/2017             No                                        2            120
   294             5/8/2007     8          4/8/2017             No                                        2            120
   295             6/1/2007     1          5/1/2017             No                                        1            120
   296             6/8/2007     8          5/8/2017             No                                        1            120
   297             4/8/2007     8          3/8/2017             No                                        3            120
   298             6/8/2007     8          5/8/2017             No                                        1            120
   299            6/11/2007     11        5/11/2017             No                                        1            120
   300             6/8/2007     8          5/8/2017             No                                        1            120
   301             5/8/2007     8          4/8/2017             No                                        2            120
   302            12/1/2006     1         11/1/2016             No                                        7            120
   303             5/8/2007     8          4/8/2017             No                                        2            120
   304             5/8/2007     8          4/8/2012             No                                        2             60
   305             6/8/2007     8          5/8/2012             No                                        1             60
   306             5/8/2007     8          4/8/2017             No                                        2            120
   307             6/8/2007     8          5/8/2017             No                                        1            120
   308             4/8/2007     8          3/8/2017             No                                        3            120
   309             7/8/2007     8          6/8/2022             No                                        0            180
   310             6/8/2007     8          5/8/2017             No                                        1            120
   311             5/8/2007     8          4/8/2017             No                                        2            120
   312            5/11/2007     11        4/11/2017             No                                        2            120
   313             5/8/2007     8          4/8/2017             No                                        2            120
   314             7/1/2007     1          6/1/2017             No                                        0            120
   315             6/1/2007     1          5/1/2017             No                                        1            120
   316             6/8/2007     8          5/8/2017             No                                        1            120
   317             7/8/2007     8          6/8/2017             No                                        0            120
   318             7/1/2007     1          6/1/2017             No                                        0            120
   319             7/1/2007     1          6/1/2017             No                                        0            120
   320             6/8/2007     8          5/8/2017             No                                        1            120
   321             7/1/2007     1          6/1/2017             No                                        0            120
   322            5/11/2007     11        4/11/2017             No                                        2            120
   323             4/8/2007     8          3/8/2017             No                                        3            120
   324             6/8/2007     8          5/8/2017             No                                        1            120
   325             5/8/2007     8          4/8/2017             No                                        2            120
   326             9/1/2006     1          8/1/2036           Hybrid                                      10           360


              REMAINING TERM     ORIGINAL       REMAINING         INITIAL        REMAINING
               TO MATURITY     AMORTIZATION    AMORTIZATION    INTEREST ONLY   INTEREST ONLY     GRACE          GRACE
  LOAN #         OR ARD          TERM(12)          TERM       PERIOD(13)(14)      PERIOD        TO LATE       TO DEFAULT
----------------------------------------------------------------------------------------------------------------------------

     1             72                0               0              72              72             0              0
     2             120               0               0              120             120            0              0
     3             119               0               0              120             119            0              0
     4             59                0               0              60              59             0              0
     5             117              360             360             48              45             5              5
     6             119               0               0              120             119            0              0
     7             119               0               0              120             119            0              0
     8             119               0               0              120             119            0              0
     9             119               0               0              120             119            0              0
    10             118               0               0              120             118            5              5
    11             120              336             336              0               0             0              0
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
   11.17
   11.18
   11.19
   11.20
   11.21
   11.22
   11.23
   11.24
   11.25
   11.26
   11.27
   11.28
   11.29
   11.30
   11.31
   11.32
   11.33
   11.34
   11.35
   11.36
   11.37
   11.38
   11.39
   11.40
   11.41
   11.42
   11.43
   11.44
   11.45
   11.46
   11.47
   11.48
   11.49
   11.50
   11.51
   11.52
   11.53
   11.54
   11.55
   11.56
   11.57
   11.58
   11.59
   11.60
   11.61
   11.62
    12             119               0               0              120             119            0              0
    13             83                0               0              84              83             0              0
    14             113              420             413              0               0             5              5
   14.1
   14.2
    15             58                0               0              60              58             0              0
                   118              300             298              0               0             5              5
    16             118              300             298              0               0             5              5
    17             118              300             298              0               0             5              5
    18             118              300             298              0               0             5              5
    19             119              360             359              0               0             0              0
    20             119              360             360             36              35             5              5
    21             120               0               0              120             120            0              0
    22             59                0               0              60              59             5              0
    23             113              420             413              0               0             5              5
    24             130              420             420             12              10             0              0
    25             117              360             357              0               0             5              5
    26             119               0               0              120             119            0              0
    27             120               0               0              120             120            0              0
    28             58                0               0              60              58             0              0
    29             120               0               0              120             120            0              0
    30             59                0               0              60              59             0              0
    31             119              360             360             24              23             5      5 (once per calendar year)
    32             119              360             360             48              47             0              0
   32.1
   32.2
   32.3
   32.4
   32.5
    33             117              360             360             60              57             0              0
    34             119               0               0              120             119            0              0
    35             117              420             417              0               0             0              0
   35.1
   35.2
   35.3
    36             119               0               0              120             119            0              0
    37             120              420             420             60              60             0              0
    38             118               0               0              120             118            0              0
    39             118               0               0              120             118            0              10
   39.1
   39.2
   39.3
    40             118               0               0              120             118            0              0
    41             118              360             360             36              34             5              5
    42             118              360             360             60              58             0              0
    43             120               0               0              120             120            0              0
    44             119              420             420             12              11             0              0
    45             119               0               0              120             119            0              0
    46             116              360             360             36              32             5              5
    47             119              360             360             24              23             0              0
    48             119              360             359              0               0             0              0
    49             119              360             359              0               0             0              0
    50             118               0               0              120             118            0              0
    51             119              360             360             36              35             0              0
    52             118              360             360             60              58             0              0
    53             118              360             360             60              58             0              0
    54             59                0               0              60              59             0              0
    55             119               0               0              120             119            0              0
    56             119               0               0              120             119            0              0
    57             119              360             360             12              11             0              0
    58             118               0               0              120             118            0              0
    59             119              420             419              0               0             0              0
    60             117              360             360             60              57             5              5
    61             120              360             360             36              36             5              5
    62             117              360             357              0               0             5              5
    63             119               0               0              120             119            0              0
    64             59                0               0              60              59             0              0
    65             119              360             360             24              23             0              0
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66             119              223             222              0               0             0              0
   66.1
   66.2
   66.3
    67             120              360             360             60              60             0              0
    68             118              360             360             60              58             5              5
    69             116              360             356              0               0             0              0
    70             120              360             360              0               0             0              0
    71             118              360             360             24              22             5              5
    72             119              420             420             24              23             0              0
    73             117              360             360             24              21             0              0
    74             119              360             360             24              23             5              5
    75             118              360             360             60              58             0              0
    76             118              360             360             60              58             5              5
    77             118              360             360             60              58             5              5
    78             119              360             360             24              23             0              0
    79             59               360             360             24              23             0              0
   79.1
   79.2
    80             119              360             359              0               0             0              0
    81             119              420             420             36              35             0              0
    82             118              360             360             36              34             5              5
    83             116              360             360             36              32             5              5
    84             119               0               0              120             119            0              0
    85             119              360             360             84              83             0              0
    86             120               0               0              120             120            0              0
    87             111              351             351              0               0             5              5
    88             116              360             360             60              56             0              0
    89             119               0               0              120             119            0              0
    90             119              360             360             36              35             5              5
    91             58                0               0              60              58             0              0
    92             119              360             360             36              35             0              0
    93             119              360             360             48              47             0              0
    94             119              360             360             60              59             0              0
    95             116              360             356              0               0             0              0
    96             63                0               0              64              63             0              0
    97             119               0               0              120             119            0              0
    98             118              360             360             36              34             0              0
    99             119              360             360             60              59             0              0
    100            118               0               0              120             118            0              0
    101            115              360             360             48              43             0              0
    102            119              360             359              0               0             5              5
    103            118               0               0              120             118            0              0
    104            120              360             360             60              60             0              0
   104.1
   104.2
   104.3
   104.4
   104.5
    105            120              360             360             60              60             5              5
    106            119              360             360             36              35             5              5
    107            119              360             359              0               0             5              5
    108            120              360             360             36              36             0              0
    109            118              360             360             36              34             0              0
    110            117               0               0              120             117            0              0
    111            119              420             420             24              23             0              0
    112            81               360             360             60              57             0              0
    113            119              300             299              0               0             5              5
    114            118              420             418              0               0             0              0
    115            83                0               0              84              83             0              0
    116            82                0               0              84              82             0              0
    117            120              360             360              0               0             0              0
    118            118              360             360             60              58             0              0
    119            118              360             360             60              58             0              0
    120            82                0               0              84              82             0              0
    121            118              360             358              0               0             0              0
    122            119              360             360             60              59             5              5
    123            120              360             360              0               0             0              0
    124            120              360             360             60              60             0              0
    125            120               0               0              120             120            0              0
    126            118              360             360             36              34             5              5
    127            119              360             360             60              59             0              0
    128            118               0               0              120             118            0              0
    129            119              360             360             60              59             0              0
    130            118              360             360             60              58             0              0
    131            120              420             420              0               0             0              0
    132            119              360             360             48              47             0              0
    133            118              360             358              0               0             5              5
    134            120              360             360             36              36             0              0
    135            119               0               0              120             119            0              0
    136            119               0               0              120             119            0              0
    137            118              360             360             84              82             5              5
    138            119              360             360             60              59             0              0
   138.1
   138.2
    139            118               0               0              120             118            0              0
    140            118              420             418              0               0             0              0
    141            119              360             360             60              59             5              5
    142            119              420             419              0               0             0              0
    143            119              360             360             36              35             0              0
    144            119               0               0              120             119            0              0
    145            119              360             359              0               0             0              0
    146            119              420             419              0               0             0              0
    147            119              300             299              0               0             0              0
    148            117              420             417              0               0             0              0
    149            119              360             360             72              71             0              0
    150            117              420             417              0               0             0              0
    151            118              360             358              0               0             5              5
    152            119              360             360             30              29             0              0
   152.1
   152.2
   152.3
    153            119               0               0              120             119            0              0
    154            119               0               0              120             119            0              0
    155            119               0               0              120             119            0              0
    156            119              360             360             36              35             0              0
    157            119              300             299              0               0             0              0
    158            118              360             360             60              58             5              5
    159            118              360             360             24              22             0              0
                   119              360             360             24              23             5              5
    160            119              360             360             24              23             5              5
    161            119              360             360             24              23             5              5
    162            63                0               0              64              63             0              0
    163            63                0               0              64              63             0              0
    164            119              420             419              0               0             0              0
    165            116              300             296              0               0             5              5
    166            119              420             419              0               0             0              0
    167            118              360             360             60              58             5              5
    168            120              360             360             60              60             0              0
    169            119              360             359              0               0             0              0
    170            118               0               0              120             118            0              0
    171            120              360             360              0               0             0              0
    172            118              360             360             60              58             0              0
    173            119              360             360             60              59             0              0
    174            112              360             352              0               0             5              5
   174.1
   174.2
   174.3
   174.4
    175            118              360             358              0               0             0              0
    176            118               0               0              120             118            0              0
    177            119              360             360             60              59             0              0
    178            119              216             215              0               0             0              0
    179            120              360             360              0               0             5              5
    180            120              360             360              0               0             0              0
    181            119              360             359              0               0             0              0
    182            118              360             358              0               0             0              0
    183            178              180             178              0               0             0              0
    184            118              360             360             36              34             5              5
    185            119              360             360             60              59             0              0
    186            118              360             360             36              34             0              0
    187            119              360             360             60              59             0              0
    188            58                0               0              60              58             0              0
    189            117              360             357              0               0             5              5
    190            118              354             354             24              22             0              0
    191            120              360             360             12              12             0              0
    192            119              360             360             60              59             5              0
    193            120              360             360              0               0             0              0
    194            120              360             360              0               0             5              5
    195            118              360             358              0               0             5              5
    196            83                0               0              84              83             0              0
   196.1
   196.2
   196.3
    197            119              360             360             36              35             5              5
    198            116              360             360             36              32             0              0
    199            118              360             358              0               0             0              0
    200            119              360             360             36              35             0              0
    201            142              156             154              0               0             0              0
    202            83                0               0              84              83             0              0
    203            118              360             360             60              58             0              0
    204            119              360             360             36              35             0              0
    205            120               0               0              120             120            0              0
    206            119              360             360             36              35             5              5
    207            118              360             358              0               0             0              0
    208            120              360             360             60              60             0              0
    209            119              384             384             12              11             0              0
    210            119              360             359              0               0             0              0
    211            119              300             299              0               0             5              5
    212            118              420             420             36              34             0              0
    213            119              360             360             24              23             0              0
    214            119              360             360             36              35             0              0
    215            119              360             360             36              35             0              0
    216            119              360             359              0               0             5              5
    217            118              300             298              0               0             0              0
    218            118              300             298              0               0             0              0
    219            118              360             358              0               0             0              0
    220            120              360             360              0               0             0              0
    221            119              420             419              0               0             0              0
    222            118              360             360             30              28             0              0
    223            119              360             360             36              35             5              5
    224            119              360             360             36              35             5              5
    225            117              360             357              0               0             5              5
    226            142              144             142              0               0             0              0
    227            117              360             360             36              33             0              0
    228            118              360             360             24              22             0              0
    229            118              360             360             24              22             0              0
    230            118              360             360             24              22             0              0
    231            119              360             359              0               0             0              0
    232            119              240             239              0               0             0              0
    233            118              360             360             36              34             5              5
    234            58               360             360             24              22             0              0
    235            119              360             360             12              11             0              0
    236            118              360             358              0               0             0              0
    237            118              144             142              0               0             0              0
    238            118               0               0              120             118            0              0
    239            118              360             360             60              58             0              0
    240            117              360             357              0               0             5              5
    241            118              360             360             36              34             0              0
    242            119              360             359              0               0             0              0
    243            95               360             360             36              35             0              0
    244            117              360             360             60              57             0              0
    245            119              360             359              0               0             0              0
   245.1
   245.2
    246            58               360             360             24              22             0              0
    247            119              360             359              0               0             5              5
    248            119              360             360             12              11             0              0
    249            119              360             359              0               0             0              0
    250            119              420             419              0               0             0              0
    251            118              420             420             36              34             0              0
    252            118              420             420             36              34             0              0
    253            118              360             360             24              22             0              0
   253.1
   253.2
    254            119              240             239              0               0             0              0
    255            142              156             154              0               0             0              0
    256            119              360             359              0               0             0              0
    257            119              360             359              0               0             0              0
    258            120              360             360             24              24             0              0
    259            118              360             358              0               0             0              0
    260            118              360             358              0               0             5              5
    261            119              312             311              0               0             0              0
    262            120              420             420              0               0             0              0
    263            117              360             360             24              21             5              5
    264            118              360             360             36              34             0              0
    265            118               0               0              120             118            0              0
    266            120              360             360              0               0             5              5
    267            119              120             119              0               0             0              0
    268            119              240             239              0               0             0              0
    269            120              360             360             24              24             0              0
    270            113              240             233              0               0             0              0
    271            118              300             298              0               0             0              0
    272            118              360             358              0               0             5              5
    273            119              300             299              0               0             5              5
    274            117              360             360             36              33             0              0
    275            118              360             360             36              34             0              0
    276            119              360             360             24              23             5              5
    277            118              360             360             36              34             0              0
    278            119              360             359              0               0             0              0
    279            118              360             358              0               0             0              0
    280            142              144             142              0               0             0              0
    281            118              360             360             60              58             0              0
    282            119              360             360             60              59             0              0
    283            119              300             299              0               0             0              0
    284            119              360             360             36              35             0              0
    285            120              360             360              0               0             0              0
    286            118              360             360             24              22             0              0
    287            118              360             358              0               0             0              0
    288            119              360             359              0               0             0              0
    289            120              360             360              0               0             0              0
    290            120              420             420              0               0             0              0
    291            116              360             356              0               0             5              5
    292            118              360             360             48              46             0              0
    293            118              420             418              0               0             0              0
    294            118              360             358              0               0             0              0
    295            119              360             359              0               0             5              5
    296            119              360             359              0               0             0              0
    297            117              360             360             36              33             0              0
    298            119               0               0              120             119            0              0
    299            119              360             359              0               0             0              0
    300            119              300             299              0               0             0              0
    301            118              360             358              0               0             0              0
    302            113              360             360             60              53             5              5
    303            118              360             360             24              22             0              0
    304            58                0               0              60              58             0              0
    305            59               360             359              0               0             0              0
    306            118              120             118              0               0             0              0
    307            119              360             360             60              59             0              0
    308            117              360             360             12               9             0              0
    309            180              180             180              0               0             0              0
    310            119               0               0              120             119            0              0
    311            118              420             418              0               0             0              0
    312            118              360             358              0               0             0              0
    313            118              360             358              0               0             0              0
    314            120              360             360             36              36             5              5
    315            119              360             359              0               0             5              5
    316            119              360             360             24              23             0              0
    317            120              360             360              0               0             0              0
    318            120              360             360             36              36             5              5
    319            120              360             360             36              36             5              5
    320            119              360             359              0               0             0              0
    321            120              360             360             36              36             5              5
    322            118              360             358              0               0             0              0
    323            117              360             360             24              21             0              0
    324            119              360             359              0               0             0              0
    325            118              360             358              0               0             0              0
    326            350              360             350              0               0             10             30


                            ORIGINAL TERM
                         ORIGINAL PREPAYMENT
                    PROVISION (PAYMENTS)(22)(23)                  UPFRONT                 UPFRONT             UPFRONT
                      (24)(25)(26)(27)(28)(29)                   ENGINEERING               CAPEX               TI/LC
  LOAN #            (30)(31)(32)(33)(34)(35)(36)                 RESERVE ($)            RESERVE ($)         RESERVE ($)
----------------------------------------------------------------------------------------------------------------------------

     1      LO(24),Def(46),O(2)                                    130,588
     2      LO(24),Def(92),O(4)
     3      LO(25),Def(91),O(4)
     4      LO(25),Def(33),O(2)                                   1,600,000
     5      LO(36),Def(81),O(3)
     6      LO(25),Def(92),O(3)
     7      LO(25),Def(91),O(4)                                                           370,000
     8      LO(25),Def(91),O(4)
     9      LO(25),DeforGRTRofYMor1%(89),O(6)
    10      LO(36),Def(81),O(3)                                                           400,000
    11      LO(24),Def(92),O(4)
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
   11.17
   11.18
   11.19
   11.20
   11.21
   11.22
   11.23
   11.24
   11.25
   11.26
   11.27
   11.28
   11.29
   11.30
   11.31
   11.32
   11.33
   11.34
   11.35
   11.36
   11.37
   11.38
   11.39
   11.40
   11.41
   11.42
   11.43
   11.44
   11.45
   11.46
   11.47
   11.48
   11.49
   11.50
   11.51
   11.52
   11.53
   11.54
   11.55
   11.56
   11.57
   11.58
   11.59
   11.60
   11.61
   11.62
    12      LO(25),Def(91),O(4)                                                                               600,000
    13      LO(24),GRTRofYMor1%(1),
            LESSofDeforGRTRofYMor1%(52),O(7)
    14      LO(31),Def(87),O(2)
   14.1
   14.2
    15      LO(26),Def(32),O(2)
                                                                   150,500                119,406
    16      LO(36),Def(81),O(3)
    17      LO(36),Def(81),O(3)                                    150,500
    18      LO(36),Def(81),O(3)                                                           119,406
    19      LO(25),Def(91),O(4)
    20      LO(60),GRTR1%orYM(57),O(3)                              26,000
    21      LO(24),Def(92),O(4)
    22      LO(25),Def(11),O(24)
    23      LO(31),Def(87),O(2)
    24      LO(26),Def(103),O(3)
    25      LO(27),Def(89),O(4)
    26      LO(25),Def(92),O(3)
    27      LO(24),Def(92),O(4)
    28      LO(12),GRTR1%orYM(45),O(3)                             140,990                209,010             110,000
    29      LO(24),Def(89),O(7)
    30      LO(35),LessofDeforGRTRofYMor1%(18),O(7)
    31      LO(25),Def(91),O(4)
    32      LO(25),Def(92),O(3)
   32.1
   32.2
   32.3
   32.4
   32.5
    33      LO(27),Def(89),O(4)                                                                              1,207,955
    34      LO(25),Def(91),O(4)
    35      LO(27),Def(92),O(1)
   35.1
   35.2
   35.3
    36      LO(25),Def(91),O(4)                                                            2,047
    37      LO(24),Def(93),O(3)                                                                               361,941
    38      LO(26),Def(92),O(2)                                      813                                      195,000
    39      LO(26),Def(90),O(4)
   39.1
   39.2
   39.3
    40      LO(26),Def(90),O(4)                                                             561                1,870
    41      LO(26),Def(91),O(3)                                                            24,256            2,100,000
    42      LO(26),Def(91),O(3)                                                                               100,000
    43      LO(24),Def(92),O(4)
    44      LO(25),Def(91),O(4)                                                                               307,863
    45      LO(25),Def(91),O(4)
    46      LO(59),GRTR1%orYM(58),O(3)
    47      LO(25),Def(92),O(3)                                                           300,000
    48      LO(25),Def(91),O(4)
    49      LO(25),Def(91),O(4)
    50      LO(26),Def(90),O(4)                                    158,750                 4,750
    51      LO(25),Def(92),O(3)                                    140,312                                    200,000
    52      LO(26),Def(93),O(1)
    53      LO(26),Def(91),O(3)
    54      LO(25),Def(32),O(3)                                     60,000
    55      LO(25),Def(91),O(4)                                                                               150,000
    56      LO(25),Def(91),O(4)
    57      LO(25),Def(91),O(4)
    58      LO(26),Def(90),O(4)                                                            1,604
    59      LO(25),Def(92),O(3)
    60      LO(36),Def(81),O(3)                                    178,090
    61      LO(47),GRTR1%orYM(70),O(3)
    62      LO(36),Def(81),O(3)                                                            67,694             25,000
    63      LO(25),Def(92),O(3)
    64      LO(25),Def(31),O(4)                                     10,188                140,000
    65      LO(25),Def(91),O(4)
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66      LO(25),Def(91),O(4)                                                           310,206
   66.1
   66.2
   66.3
    67      LO(24),Def(93),O(3)                                                                               250,000
    68      LO(36),Def(81),O(3)                                     15,500
    69      LO(12),GRTRofYMor1%(16),                                60,025                                    800,000
            DeforGRTRofYMor1%(89),O(3)
    70      LO(24),Def(95),O(1)
    71      LO(47),GRTR1%orYM(70),O(3)
    72      LO(25),Def(91),O(4)                                                                               265,835
    73      LO(27),Def(89),O(4)                                                            1,315
    74      LO(35),GRTR1%orYM(81),O(4)                                                    163,800
    75      GRTRofYMor1%(26),                                       48,000
            LESSofDeforGRTRofYMor1%(90),O(4)
    76      LO(26),Def(91),O(3)
    77      LO(36),Def(81),O(3)
    78      LO(25),Def(91),O(4)
    79      LO(25),Def(33),O(2)
   79.1
   79.2
    80      LO(25),Def(91),O(4)
    81      LO(25),Def(91),O(4)                                                            22,247             100,000
    82      LO(36),Def(81),O(3)                                                                               234,320
    83      LO(59),GRTR1%orYM(58),O(3)                                                    400,000
    84      LO(25),Def(91),O(4)
    85      LO(25),Def(92),O(3)                                                                               250,000
    86      LO(24),Def(92),O(4)
    87      LO(24),Def(83),O(4)                                                           124,988             175,000
    88      LO(28),Def(88),O(4)
    89      LO(25),Def(91),O(4)
    90      LO(36),Def(81),O(3)                                    232,063
    91      LO(26),Def(31),O(3)
    92      LO(25),Def(92),O(3)                                     71,599
    93      LO(25),Def(91),O(4)                                                          2,350,000
    94      LO(25),Def(35),
            LESSofDeforGRTRofYMor1%(58),O(2)
    95      LO(28),Def(88),O(4)                                     8,030
    96      LO(25),Def(32),O(7)                                     42,600                 76,292
    97      LO(25),Def(91),O(4)                                     11,875                 2,083
    98      LO(26),Def(91),O(3)
    99      LO(25),Def(93),O(2)                                     15,000
    100     LO(26),Def(10),
            LESSofDeforGRTRofYMor1%(80),O(4)
    101     LO(29),Def(87),O(4)                                                           150,000
    102     LO(59),GRTR1%orYM(57),O(4)
    103     LO(26),Def(91),O(3)                                    125,000
    104     LO(24),Def(92),O(4)
   104.1
   104.2
   104.3
   104.4
   104.5
    105     LO(36),Def(81),O(3)                                                                               150,000
    106     LO(25),Def(92),O(3)                                                           150,000            1,500,000
    107     LO(47),GRTR1%orYM(70),O(3)
    108     LO(24),Def(92),O(4)
    109     LO(26),Def(90),O(4)
    110     LO(27),Def(89),O(4)
    111     LO(25),Def(91),O(4)                                                                               100,000
    112     LO(27),Def(50),O(7)                                                            48,110
    113     LO(47),GRTR1%orYM(69),O(4)
    114     LO(26),Def(90),O(4)
    115     LO(25),Def(55),O(4)
    116     LO(26),Def(54),O(4)
    117     LO(24),Def(95),O(1)                                     16,180             150,000 (LOC)       215,000 (LOC)
    118     LO(26),Def(92),O(2)
    119     LO(26),Def(90),O(4)
    120     LO(26),Def(56),O(2)
    121     LO(26),Def(90),O(4)
    122     LO(25),Def(92),O(3)
    123     LO(24),Def(93),O(3)
    124     LO(24),Def(93),O(3)                                     31,944                 44,959             150,000
    125     LO(60),GRTRofYMor1%(56),O(4)
    126     LO(24),Def(93),O(3)                                                                               575,000
    127     LO(25),Def(91),O(4)                                     20,344
    128     LO(26),Def(90),O(4)
    129     LO(25),Def(91),O(4)
    130     LO(26),Def(90),O(4)
    131     LO(24),Def(84),O(12)
    132     LO(25),Def(91),O(4)                                     3,502
    133     LO(59),GRTR1%orYM(57),O(4)
    134     LO(24),Def(93),O(3)
    135     LO(25),Def(92),O(3)                                                                               100,000
    136     LO(25),Def(92),O(3)
    137     LO(35),GRTR1%orYM(82),O(3)
    138     LO(25),Def(91),O(4)
   138.1
   138.2
    139     LO(26),Def(90),O(4)
    140     LO(26),Def(92),O(2)                                    157,500                 2,333
    141     LO(36),Def(81),O(3)                                                                               109,580
    142     LO(25),Def(92),O(3)
    143     LO(25),Def(92),O(3)                                    100,789
    144     LO(25),Def(91),O(4)
    145     LO(25),Def(92),O(3)
    146     LO(25),Def(94),O(1)
    147     LO(25),Def(92),O(3)
    148     LO(27),Def(89),O(4)                                     23,000
    149     LO(25),Def(91),O(4)                                                                               76,800
    150     LO(27),Def(89),O(4)                                                                               300,000
    151     LO(36),Def(78),O(6)
    152     LO(25),Def(92),O(3)                                                                               150,000
   152.1
   152.2
   152.3
    153     LO(25),Def(88),O(7)
    154     LO(25),Def(88),O(7)
    155     LO(25),Def(88),O(7)
    156     LO(25),Def(91),O(4)
    157     LO(25),Def(92),O(3)                                                                               100,000
    158     LO(35),GRTR1%orYM(82),O(3)                                                     36,476
    159     LO(26),Def(91),O(3)
                                                                                                              305,960
    160     LO(36),Def(81),O(3)                                                                               99,460
    161     LO(36),Def(81),O(3)                                                                               206,500
    162     LO(25),Def(32),O(7)                                    102,650                106,645
    163     LO(25),Def(32),O(7)                                     11,000                128,363
    164     LO(25),Def(92),O(3)
    165     LO(59),GRTR1%orYM(57),O(4)
    166     LO(25),Def(91),O(4)
    167     LO(47),GRTR1%orYM(70),O(3)
    168     LO(24),Def(92),O(4)
    169     LO(25),Def(92),O(3)                                                                               127,680
    170     LO(26),Def(91),O(3)                                     6,250
    171     LO(24),Def(92),O(4)
    172     LO(26),Def(91),O(3)
    173     LO(25),Def(91),O(4)
    174     LO(59),GRTR1%orYM(58),O(3)                              49,302
   174.1
   174.2
   174.3
   174.4
    175     LO(26),Def(90),O(4)
    176     LO(26),Def(90),O(4)
    177     LO(25),Def(91),O(4)
    178     LO(25),Def(92),O(3)                                     62,719
    179     LO(36),Def(81),O(3)
    180     LO(24),Def(93),O(3)                                                                               500,000
    181     LO(25),Def(88),O(7)                                     1,250
    182     LO(60),5%(12),4%(12),
            3%(12),2%(12),1%(9),O(3)
    183     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(117),O(4)
    184     LO(59),GRTR1%orYM(58),O(3)                                                    250,000
    185     LO(25),Def(93),O(2)
    186     LO(26),Def(91),O(3)                                                                               100,000
    187     LO(25),Def(92),O(3)                                                                               77,351
    188     LO(26),Def(32),O(2)                                                                               400,000
    189     LO(36),Def(81),O(3)
    190     LO(26),Def(93),O(1)                                                                               150,000
    191     LO(60),GRTRofYMor1%(57),O(3)
    192     LO(25),Def(92),O(3)                                                                               150,000
    193     LO(24),Def(95),O(1)
    194     LO(36),Def(81),O(3)                                     1,250
    195     LO(36),Def(81),O(3)
    196     LO(25),Def(56),O(3)                                                                               50,000
   196.1
   196.2
   196.3
    197     LO(36),Def(81),O(3)
    198     LO(28),Def(89),O(3)
    199     LO(26),Def(91),O(3)
    200     LO(25),Def(92),O(3)
    201     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(81),O(4)
    202     LO(36),GRTR1%orYM(42),O(6)
    203     LO(26),Def(91),O(3)
    204     LO(25),Def(91),O(4)                                     45,000                                    65,000
    205     LO(24),Def(94),O(2)
    206     LO(36),Def(81),O(3)
    207     LO(26),Def(90),O(4)
    208     LO(24),Def(95),O(1)
    209     LO(25),Def(91),O(4)
    210     LO(25),Def(92),O(3)
    211     LO(36),Def(77),O(7)                                                           400,000
    212     LO(26),Def(90),O(4)
    213     LO(25),Def(91),O(4)
    214     LO(25),Def(91),O(4)                                                                               60,000
    215     LO(36),GRTR1%orYM(81),O(3)                                                     19,008             250,000
    216     LO(47),GRTR1%orYM(70),O(3)
    217     LO(26),Def(90),O(4)
    218     LO(26),Def(91),O(3)
    219     LO(26),Def(93),O(1)                                     75,000
    220     LO(24),Def(93),O(3)
    221     LO(25),Def(92),O(3)
    222     LO(26),Def(91),O(3)
    223     LO(36),Def(81),O(3)                                                                               286,200
    224     LO(36),Def(81),O(3)                                                                               218,750
    225     LO(35),GRTR1%orYM(82),O(3)
    226     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(81),O(4)
    227     LO(27),Def(90),O(3)                                                                               29,569
    228     LO(26),Def(90),O(4)
    229     LO(26),Def(91),O(3)
    230     LO(26),Def(91),O(3)
    231     LO(25),Def(91),O(4)                                                                               65,000
    232     LO(25),Def(91),O(4)                                     14,375
    233     LO(36),Def(81),O(3)                                                                               62,235
    234     LO(26),Def(32),O(2)
    235     LO(25),Def(91),O(4)
    236     LO(26),Def(90),O(4)                                     2,813                                     100,000
    237     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(57),O(4)
    238     LO(26),Def(90),O(4)
    239     LO(26),Def(90),O(4)
    240     LO(27),Def(90),O(3)
    241     LO(27),Def(90),O(3)                                     5,340
    242     LO(25),Def(91),O(4)
    243     LO(25),Def(70),O(1)
    244     LO(27),Def(89),O(4)                                                            1,375
    245     LO(25),Def(92),O(3)
   245.1
   245.2
    246     LO(26),Def(31),O(3)                                                                               20,000
    247     LO(36),Def(81),O(3)
    248     LO(25),Def(91),O(4)
    249     LO(25),Def(93),O(2)
    250     LO(25),Def(94),O(1)
    251     LO(26),Def(90),O(4)
    252     LO(26),Def(92),O(2)
    253     LO(26),Def(90),O(4)                                     11,250
   253.1
   253.2
    254     LO(25),Def(91),O(4)
    255     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(81),O(4)
    256     LO(59),LESSofDeforGRTRofYMor1%(57),O(4)
    257     LO(25),Def(91),O(4)
    258     LO(24),Def(92),O(4)
    259     LO(26),Def(90),O(4)                                     49,500
    260     LO(59),GRTR1%orYM(58),O(3)                              25,969                 31,500
    261     LO(25),Def(91),O(4)                                     24,000
    262     LO(24),Def(92),O(4)
    263     LO(47),GRTR1%orYM(70),O(3)
    264     LO(26),Def(90),O(4)
    265     LO(35),LESSofDeforGRTRofYMor1%(81),O(4)
    266     LO(47),GRTR1%orYM(70),O(3)
    267     LO(25),Def(34),
            LESSofDeforGRTRofYMor1%(57),O(4)
    268     LO(25),Def(92),O(3)                                     20,000
    269     LO(24),Def(93),O(3)                                                            23,209             150,000
    270     LO(31),Def(86),O(3)
    271     LO(60),GRTRofYMor1%(57),O(3)
    272     LO(47),GRTR1%orYM(70),O(3)
    273     LO(36),Def(81),O(3)                                                           206,825
    274     LO(27),Def(89),O(4)                                     4,375
    275     LO(26),Def(91),O(3)
    276     LO(36),Def(81),O(3)                                     18,750
    277     LO(26),Def(90),O(4)
    278     LO(25),Def(92),O(3)
    279     LO(26),Def(90),O(4)
    280     LO(26),Def(33),
            LESSofDeforGRTRofYMor1%(81),O(4)
    281     LO(26),Def(91),O(3)
    282     LO(25),Def(91),O(4)
    283     LO(25),Def(91),O(4)
    284     LO(60),GRTR1%orYM(57),O(3)                                                     5,914              44,351
    285     LO(24),Def(95),O(1)
    286     LO(26),Def(90),O(4)
    287     LO(26),Def(90),O(4)
    288     LO(25),Def(91),O(4)
    289     LO(24),Def(92),O(4)
    290     LO(24),Def(92),O(4)                                                                               250,000
    291     LO(59),GRTR1%orYM(58),O(3)                              30,031
    292     LO(26),Def(90),O(4)                                                         46,880 (LOC)       52,500 (LOC)
    293     LO(26),Def(90),O(4)
    294     LO(26),Def(90),O(4)
    295     LO(36),Def(81),O(3)
    296     LO(25),Def(91),O(4)
    297     LO(27),Def(89),O(4)
    298     LO(36),LESSofDeforGRTRofYMor1%(80),O(4)
    299     LO(25),Def(92),O(3)
    300     LO(25),Def(91),O(4)
    301     LO(26),Def(90),O(4)
    302     LO(31),GRTR1%orYM(85),O(4)                                                                        50,000
    303     LO(26),Def(90),O(4)                                                                               40,000
    304     LO(26),Def(31),O(3)
    305     LO(25),Def(33),O(2)
    306     LO(26),Def(33),LESSofDeforGRTRofYMor1%(57),O(4)
    307     LO(25),Def(91),O(4)
    308     LO(27),Def(89),O(4)                                    104,500
    309     LO(59),LESSofDeforGRTRofYMor1%(117),O(4)
    310     LO(25),Def(91),O(4)
    311     LO(60),LESSofDeforGRTRofYMor1%(56),O(4)
    312     LO(36),GRTR1%orYM(81),O(3)                                                     3,750              28,125
    313     LO(26),Def(90),O(4)
    314     LO(35),GRTR1%orYM(82),O(3)
    315     LO(59),GRTR1%orYM(58),O(3)
    316     LO(35),LESSofDeforGRTRofYMor3%(25),
            LESSofDefor5%orGRTRofYMor3%(11),
            LESSofDefor5%orGRTRofYMor2%(1),
            LESSofDefor4%orGRTRofYMor2%(11),
            LESSofDefor4%orGRTRofYMor1%(1),
            LESSofDefor3%orGRTRofYMor1%(12),
            LESSofDefor2%orGRTRofYMor1%(12),
            LESSofDefor1%orGRTRofYMor1%(8),O(4)
    317     LO(24),Def(94),O(2)
    318     LO(35),GRTR1%orYM(82),O(3)
    319     LO(35),GRTR1%orYM(82),O(3)
    320     LO(25),Def(91),O(4)                                     29,750
    321     LO(35),GRTR1%orYM(82),O(3)
    322     LO(26),Def(91),O(3)
    323     LO(27),Def(89),O(4)
    324     LO(25),Def(93),O(2)
    325     LO(26),Def(90),O(4)
    326     3%(35),2%(36),1%(36),O(253)


                UPFRONT       UPFRONT           UPFRONT                              UPFRONT                             MONTHLY
                RE TAX          INS.             OTHER                                OTHER                               CAPEX
  LOAN #      RESERVE ($)    RESERVE ($)      RESERVE ($)                      RESERVE DESCRIPTION                      RESERVE ($)
------------------------------------------------------------------------------------------------------------------------------------

     1          133,849                        4,508,479      24 Hour Fitness Occupancy Reserve (2,847,906),
                                                              Triad Reserve (1,257,700), Outstanding Tenant
                                                              Obligations Reserve (202,873),
                                                              Buca Litigation Reserve (200,000)
     2          432,385        85,433                                                                                         2,673
     3          110,539        104,095         2,608,130      Special Leasing Reserve (600,000), Debt Service
                                                              Reserve (1,400,000), Organic Leasing Reserve (608,130)
     4          265,460                                                                                                        4.5%
     5                                         4,001,000      Rebate Deposit Escrow Agreement, Environmental
     6          100,780        14,387                                                                                        17,667
     7          125,556        9,446              50,000      Holdback Reserve                                                2,825
     8                         64,088          6,041,944      Additional Collateral Reserve (6,000,000);                      2,635
                                                              Rue 21 Reserve (41,944)
     9
    10          214,529        34,723                                                                                         6,200
    11                         224,090         1,406,694      Reconstruction Holdback Reserve ($1,350,444);
                                                              Remediation Holdback Reserve ($56,250)
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
   11.17
   11.18
   11.19
   11.20
   11.21
   11.22
   11.23
   11.24
   11.25
   11.26
   11.27
   11.28
   11.29
   11.30
   11.31
   11.32
   11.33
   11.34
   11.35
   11.36
   11.37
   11.38
   11.39
   11.40
   11.41
   11.42
   11.43
   11.44
   11.45
   11.46
   11.47
   11.48
   11.49
   11.50
   11.51
   11.52
   11.53
   11.54
   11.55
   11.56
   11.57
   11.58
   11.59
   11.60
   11.61
   11.62
    12          58,628         34,074          4,740,000      Lease Holdback (90,000);                                        1,890
                                                              Holdback Reserve (4,650,000 LOC)
    13
    14          625,202                                                                                                       5,445
   14.1
   14.2
    15
                               35,708          4,160,000      Various                                                        14,417
    16                         17,042          3,080,000      reserve for litigation, Outstanding Issues                      8,521
    17                         12,800          1,080,000      Outstanding Issues, Earnout Deposit                             4,012
    18                         5,867                                                                                          1,884
    19                                                                                                                       32,593
    20          285,654        197,498
    21          28,048         3,357           4,000,000      Holdback Reserve                                                1,862
    22                         3,550                                                                                          1,257
    23          514,001                                                                                                       3,278
    24          38,134         7,915             600,000      Occupancy Achievement                                           2,617
    25                                                                                                                        5,625
    26          37,929         4,322                                                                                          1,098
    27          42,061                         3,000,000      Holdback Reserve                                                  501
    28                                           288,000      Free Rent                                                       2,623
    29          99,519         13,452             65,000      Debt Service Reserve
    30          14,710         4,990                                                                                          9,750
    31                                           775,545      Holdback Reserve
    32                                           703,051      Granite Drive Reserve                                           3,360
   32.1
   32.2
   32.3
   32.4
   32.5
    33                         3,957           1,037,744      Occupancy Reserve (750,000);
                                                              Rent Reserve (287,744)
    34
    35                         14,987            330,363      General Electric Master Lease Reserve
   35.1
   35.2
   35.3
    36          66,451         4,111           1,500,000      Performance Reserve (1,000,000);                                2,047
                                                              Debt Service Reserve (500,000)
    37           5,761         12,641             38,304      Free Rent Reserve
    38           6,023         1,935           3,010,000      Leasing Reserve (3,000,000);                                      712
                                                              World of Shoes Holdback (10,000)
    39          38,651
   39.1
   39.2
   39.3
    40          44,353                                                                                                          561
    41          10,953                             1,000      Environmental                                                   1,011
    42                                                                                                                        5,163
    43          55,679         5,723
    44          86,371         32,151            780,654      Holdback (718,000); Rental Income (62,654)                      1,038
    45          21,460         8,410           1,000,000      Lease Holdback                                                    772
    46          12,287         19,972
    47          20,871         5,456           1,400,490      Leasing Achievement LOC                                         1,558
    48          357,500        18,831            200,000      Insurance Renewal Reserve
    49          16,910         4,957                                                                                         25,994
    50          20,162         34,052                                                                                         4,750
    51          30,840         10,491          3,250,000      Wickes Furniture Tenant Improvement                             1,498
                                                              (2,150,000); Debt Service (800,000);
                                                              Floor and Decor Tenant Improvement (300,000)
    52          31,175                           482,900      Tenant Obligations Reserve                                      1,337
    53          69,699
    54          18,731         20,243                                                                                         2,357
    55          116,139                                                                                                       1,786
    56          28,331         17,431            620,000      Pad Site Completion Reserve Account (70,000);
                                                              Holdback Reserve Account (550,000)
    57          95,682         67,689                                                                                        12,454
    58           8,434         8,363                                                                                          1,604
    59
    60          98,300         45,211                                                                                         5,417
    61          53,783                                                                                                        1,729
    62          142,090        8,245               1,000      Environmental                                                   3,027
    63          15,686         2,099             128,455      Rubio's Tenant Improvements (67,500);                             318
                                                              Rubio's Leasing Achievement (40,718);
                                                              PFF Leasing Achievement (20,237)
    64          147,435        27,708
    65          87,215         5,308             100,000      Rollover Costs                                                  2,569
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66          20,571         20,937                                                                                        16,512
   66.1
   66.2
   66.3
    67           7,684         14,547            895,664      Completion Work
    68          102,401        16,612                                                                                         5,167
    69          21,794         10,580          1,382,656      Debt Service (700,000); CardioDx LOC (387,276);                   766
                                                              Tenant Improvement Completion (295,380)
    70          150,000        34,958                                                                                         9,833
    71          51,717                                                                                                        1,442
    72          10,808         2,132                                                                                            950
    73                         8,750           1,000,000      Lease up Holdback                                                 657
    74          75,177         11,500                                                                                         1,689
    75          12,269         17,967                                                                                           878
    76          36,799         9,840                                                                                          1,114
    77          94,340         14,780                                                                                         4,667
    78
    79          66,906                                                                                                        2,183
   79.1
   79.2
    80          54,540         14,691                                                                                        12,493
    81          25,145                                                                                                          600
    82          56,842         28,626                                                                                         2,238
    83          35,750         23,425
    84          24,240         2,348
    85          40,095         25,594                                                                                         1,193
    86           4,800                                                                                                          520
    87          46,290                           250,000      Rock Reserve                                                    1,084
    88          21,207                           100,695      Leasing Achievement
    89          33,831         1,903                                                                                            883
    90          42,987         7,145                                                                                          1,243
    91                                                                                                                        1,625
    92          128,814                                                                                                       4,750
    93          25,097         2,592                                                                                          7,880
    94
    95          14,747                                                                                                        2,088
    96            106          4,671                                                                                            939
    97          20,525         11,317                                                                                         2,083
    98                                            48,225      Debt Service Reserve
    99          28,364         4,491                                                                                          1,215
    100
    101          8,655         12,193                                                                                         2,458
    102         39,754         13,565                                                                                        10,850
    103                        1,366             188,380      Occupancy Reserve                                                 348
    104         99,331         4,908                                                                                          1,588
   104.1
   104.2
   104.3
   104.4
   104.5
    105         51,750         13,093                                                                                         1,186
    106         24,068         7,588                 700      Asbestos O&M
    107         97,687                             1,000      Environmental Escrow                                            1,167
    108         10,131         3,917                                                                                            540
    109         48,052         4,295                                                                                          1,496
    110
    111          9,648         1,635
    112         153,000                                                                                                       6,330
    113         30,363         2,221                                                                                          9,550
    114         29,582         9,895                                                                                            603
    115         37,614         3,954                                                                                            605
    116         32,208         19,529                                                                                         1,097
    117         27,007         4,518                                                                                          1,764
    118
    119          6,327         535               210,038      Holdback (200,000);                                               336
                                                              Taco Del Mar Rent Reserve (10,038)
    120
    121         52,871         20,533                                                                                         3,667
    122         29,100         6,664              50,000      Outstanding Issues                                              1,014
    123         14,817         11,239                                                                                           533
    124         23,789         14,423             63,441      SB County Reserve                                               1,047
    125          2,667         4,316                                                                                          1,219
    126          7,672         8,126                                                                                            705
    127         17,225         10,450                                                                                           781
    128                                                                                                                         684
    129         63,863         2,101                                                                                          1,688
    130         29,204         2,138                                                                                          1,246
    131         25,823         6,029              75,149      DPR Reserve (55,149);
                                                              Health Diagnostics Reserve (20,000)
    132          6,943                                                                                                        3,502
    133         31,801         5,270                                                                                          3,950
    134         41,417         621               665,931      Occupancy Reserve                                                 168
    135         17,453         4,410                                                                                            767
    136          9,075         1,669              88,735      Leasing Achievement (78,735); C of O (10,000)
    137         12,285         7,140                                                                                            612
    138         30,716
   138.1
   138.2
    139                                            5,000      Holdback
    140          8,100         4,083                                                                                          2,333
    141         14,269         5,714                                                                                            597
    142          9,565         2,593             371,914      Tenant Improvement Allowance (210,125);                           629
                                                              Master Lease (100,275); Leasing Achievement
                                                              (54,014); AAA Filter SNDA (7,500)
    143         97,812                                                                                                        3,667
    144
    145         28,161         27,919                                                                                         3,250
    146         23,000         3,238             150,000      Weichert Reserve                                                  280
    147         34,036         30,070              6,500      Zoning Holdback                                                 7,340
    148                        447               550,000      Performance Reserve                                                92
    149         54,365                             5,000      ALTA Survey
    150                        2,455                                                                                            643
    151                                                                                                                         856
    152          7,283         2,968             110,000      Purchase Price Adjustment (100,000);                              676
                                                              Post Closing (10,000)
   152.1
   152.2
   152.3
    153         49,950         34,145             13,921      Union City Taxes                                                3,183
    154         101,469        20,217                                                                                         3,600
    155         76,648         22,287              6,460      General & Liability Insurance                                   3,267
    156         30,777         523               337,508      Maria Bonita Holdback (87,508);                                   359
                                                              Rental Income Holdback (250,000)
    157                                          304,494      Master Lease LOC
    158          8,587         3,762                                                                                          1,520
    159         20,501         5,902              28,857      Judgment Lien                                                     275
                42,803         10,311                                                                                           730
    160         23,395         5,511                                                                                            364
    161         19,408         4,800                                                                                            366
    162         18,942         3,046                                                                                            703
    163         13,585         3,207                                                                                            670
    164          9,803         1,003              73,470      Leasing Achievement                                               240
    165         40,000         8,743                                                                                          6,101
    166         13,976         1,904                                                                                            606
    167          8,348         7,027             500,000      Outstanding Issues                                              1,479
    168                        10,248
    169         37,425                           250,000      Oregon Freeze Dry Leasing
    170          8,065         8,741                                                                                          2,255
    171         13,754         2,160               4,751      Holdback
    172         64,413                                                                                                        2,500
    173         15,320         33,697             80,000      Holdback                                                          423
    174         39,322         3,935                                                                                          2,694
   174.1
   174.2
   174.3
   174.4
    175         60,905         34,760                                                                                         2,750
    176         11,967         2,379                                                                                            440
    177          3,595                                                                                                          474
    178         65,561         43,610            566,419      Ground Rent Reserve (98,349)                                   23,049
                                                              PIP Reserve (468,070)
    179         14,209         19,250              2,000      Asbestos & LBP O&M                                              2,875
    180                        34,673             94,248      Best Buy Estoppel Reserve (50,000)                              2,372
                                                              GRS Estoppel Reserve(44,248)
    181         32,227         2,040                                                                                          2,832
    182         100,064
    183         11,481         13,146
    184         17,500         15,752                                                                                         2,500
    185
    186                        1,395                                                                                            964
    187          5,371         1,486                                                                                            733
    188
    189                                                                                                                       2,083
    190          5,314         12,258                                                                                         1,430
    191         24,003         14,195                                                                                           423
    192                        7,578              30,000      Whole Foods Reserve                                               387
    193         25,924         9,684
    194          5,763         9,508                                                                                          2,200
    195          8,106         2,837                                                                                            400
    196
   196.1
   196.2
   196.3
    197         32,104         2,306                                                                                            944
    198         10,360         2,315           2,382,900      Environmental Reserve (857,250),                                  850
                                                              Bap Geon Reserve (25,650),
                                                              Debt Service Holdback (1,500,000)
    199          3,467         5,144
    200                        4,550                                                                                            511
    201         17,373         2,694
    202         29,000                                                                                                        3,021
    203          6,708         8,852                                                                                            445
    204         35,217         954                                                                                              220
    205         14,329         7,964              10,000      Termite Repairs                                                   750
    206          7,124         2,856                                                                                            249
    207           753          5,881              75,000      Letter of Credit                                                  104
    208                        9,999             151,875      Letter of Credit Transfer Reserve (1,875);                        713
                                                              Tenant Space Completion Reserve (150,000)
    209         32,066         18,896                                                                                         1,333
    210         16,566         5,808                                                                                          1,538
    211
    212                        3,326
    213
    214         47,546         55,395                                                                                           553
    215
    216         63,527         7,079                                                                                          5,651
    217         38,936         1,347                                                                                            583
    218         83,500         21,538                                                                                         6,965
    219         11,259         1,326                                                                                            493
    220                                          114,000      Environmental Reserve
    221          3,648         5,815             189,222      Master Lease (159,222.00);                                        113
                                                              Certificate of Occupancy (30,000.00)
    222           750          5,007             841,465      Additional Improvements Construction (800,000);                   917
                                                              Minor Tenant Leasing Achievement (35,000);
                                                              DAK Renewable Leasing Achievment (6,465)
    223         14,658         2,501                                                                                            351
    224          8,088         2,144                                                                                            354
    225         25,656         4,297                                                                                            704
    226         36,678         10,178
    227                        5,603                                                                                            450
    228         12,903         444                                                                                              364
    229          3,686         1,996                                                                                            654
    230           452          869                                                                                              235
    231          6,068         2,973
    232         66,473         10,512                                                                                         1,046
    233          4,425         3,244                                                                                            392
    234          9,163         1,095                                                                                          1,069
    235          7,715         1,049             250,000      Holdback Reserve                                                  417
    236         19,441         2,385                                                                                          1,210
    237         12,422         9,627
    238          9,473         4,634                                                                                            625
    239         10,888         3,824                                                                                            675
    240         19,619         1,820                                                                                            503
    241         45,890         997
    242         11,239         4,911                                                                                          2,159
    243                                           65,852      Rent Reserve (45,833);
                                                              Debt Service Reserve (20,018)
    244          3,184         1,932                                                                                            354
    245         20,024         13,168
   245.1
   245.2
    246          2,896         863                 6,000      Emerson Courtyard II Documentation                                331
    247          6,615         733                                                                                              740
    248         10,070         1,783                                                                                          1,133
    249          8,141
    250                                                                                                                         149
    251          4,938         307                                                                                              102
    252         14,862         1,315             478,000      Holdback                                                          279
    253          7,021         9,874                                                                                            641
   253.1
   253.2
    254          8,589         22,398                                                                                         1,500
    255         17,576         8,674
    256          7,622                            67,824      Holdback                                                           92
    257          9,442         2,451                                                                                            531
    258         15,775         8,649              50,000      Holdback                                                          205
    259                        3,267                                                                                          1,854
    260         13,870         27,028              1,000      Environmental                                                   2,625
    261         12,968         11,765                                                                                         2,050
    262          6,804         4,075                                                                                            356
    263         26,184                                                                                                          720
    264          1,347         295                                                                                              106
    265          8,083         6,547
    266
    267         12,145         16,927
    268         28,532         6,046                                                                                          3,268
    269          4,292         821                                                                                              588
    270                        3,862                                                                                          3,594
    271         13,489         6,821                                                                                          2,860
    272                                            1,000      Environmental                                                     437
    273                        3,844                                                                                          2,354
    274          9,924                                                                                                        1,313
    275          1,742         625                                                                                              108
    276         23,825         26,813                                                                                         1,875
    277
    278         16,474         8,133                                                                                            264
    279          4,901         6,935                                                                                            548
    280         12,516         6,918
    281          3,841         1,145                                                                                            102
    282          6,997         489                                                                                               56
    283                        273                58,838      Rent Escrow
    284          7,158
    285         11,500         13,368             25,500      Debt Service Reserve                                              500
    286          7,568         254                29,519      Holdback                                                          177
    287         28,523         11,258                                                                                         1,268
    288                                                                                                                         128
    289          4,419         9,973                                                                                            139
    290         14,578         2,098                                                                                            338
    291         11,146         3,805             200,000      Initial Earnout Deposit                                           917
    292          3,413         1,105
    293          7,027         5,555                                                                                            217
    294          5,200         367                                                                                               78
    295                                                                                                                       1,007
    296                        1,040                                                                                             84
    297         18,968         3,706
    298          8,481
    299         17,821         849                                                                                              107
    300
    301
    302         46,865         190                                                                                              180
    303         12,341         818                                                                                              104
    304         11,640         2,449                                                                                            226
    305         11,970         1,006                                                                                             97
    306          8,052         6,985
    307         16,375         1,442                                                                                            158
    308          5,968         5,090                                                                                          2,759
    309         45,223         7,764
    310         13,922         1,272                                                                                             78
    311          3,379         184
    312          5,512                            40,250      Subway Leasing Achievement
    313          8,878         523                                                                                               76
    314
    315          8,200         3,393                                                                                            688
    316          8,439         370                40,000      Tenant Improvement Holdback                                       492
    317         15,629         4,058                                                                                            600
    318
    319
    320          7,929         1,052                                                                                            368
    321
    322          5,355         1,258                                                                                             99
    323          1,905                                                                                                           64
    324          7,158         318                                                                                              150
    325          2,095         323                                                                                               33
    326


                 MONTHLY        MONTHLY        MONTHLY        MONTHLY       MONTHLY        MONTHLY           MONTHLY
                  CAPEX          TI/LC          TI/LC          RE TAX         INS.          OTHER             OTHER
  LOAN #     RESERVE CAP ($)  RESERVE ($)  RESERVE CAP ($)   RESERVE ($)   RESERVE ($)   RESERVE ($)   RESERVE DESCRIPTION
----------------------------------------------------------------------------------------------------------------------------

     1                          31,833        1,146,000        133,849
     2           250,000        4,456          250,000         108,096        22,159
     3                          22,630         678,910         110,539        9,108
     4                                                         29,496
     5
     6          1,060,020                                      100,780        14,387
     7                          9,792                          17,937         4,723
     8           94,860         5,270                          24,122         6,409
     9
    10                                                         53,632         5,787
    11
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
   11.17
   11.18
   11.19
   11.20
   11.21
   11.22
   11.23
   11.24
   11.25
   11.26
   11.27
   11.28
   11.29
   11.30
   11.31
   11.32
   11.33
   11.34
   11.35
   11.36
   11.37
   11.38
   11.39
   11.40
   11.41
   11.42
   11.43
   11.44
   11.45
   11.46
   11.47
   11.48
   11.49
   11.50
   11.51
   11.52
   11.53
   11.54
   11.55
   11.56
   11.57
   11.58
   11.59
   11.60
   11.61
   11.62
    12           68,032                        170,079         19,543         2,621
    13
    14                                                         78,150         21,290
   14.1
   14.2
    15                                                         28,431
                                                                              17,854
    16                                                                        8,521
    17                                                                        6,400
    18                                                                        2,933
    19                                                         19,480
    20                                                         57,131         21,944
    21           44,692          4,655         111,730          5,610         3,357
    22           15,084          4,167         150,000         23,520         1,183
    23                                                         115,025        25,000
    24           94,200                                        12,711         2,638
    25           300,000
    26           26,358          14,643        439,290         12,643         2,161
    27           12,033          1,253          30,082          8,412         1,278
    28           62,943          9,835         236,037
    29                            500           18,000         33,173         4,484
    30                                                         14,710         4,990
    31
    32                           5,000         120,000         23,446         6,534
   32.1
   32.2
   32.3
   32.4
   32.5
    33                                         250,000         12,685         1,979
    34
    35                                                         31,616         1,362
   35.1
   35.2
   35.3
    36                                                         22,150         2,055
    37                                                          5,761         1,806
    38                                                          6,023          968
    39                                                         39,903
   39.1
   39.2
   39.3
    40           13,465          1,870          44,883         14,784
    41           24,256          4,167         100,000         10,953
    42           61,953          15,019
    43                                                         13,920         2,862
    44                           6,125                         21,593         5,358
    45           27,784          1,929          69,461         10,730         4,205
    46                                                         12,287         3,329
    47           56,081          9,736         467,345          6,957         1,819
    48                                                         59,583         18,831
    49                                                         13,140         4,957
    50                                                         10,081         2,838
    51           53,916          17,265        700,000          7,710         2,098
    52           28,306                                        10,392
    53                                                          9,957
    54                                                         15,052         2,892
    55           42,869          5,954         300,000         19,357         2,133
    56                                                         14,165         1,453
    57                                                         13,669         8,461
    58           57,750                                         2,811         2,091
    59
    60                                                         32,767         9,042
    61           62,250          1,667          60,000
    62                           8,333         300,000         35,523         2,748
    63            7,620          2,700          97,200          5,229         1,049
    64           140,000                                       18,429         6,927
    65           30,000                                        12,514         4,794
   65.1
   65.2
   65.3
   65.4
   65.5
   65.6
   65.7
   65.8
    66                                                          5,600         4,546
   66.1
   66.2
   66.3
    67                                                          1,281         1,322
    68           186,000                                       17,067         8,306
    69           27,569          8,205        1,200,000         5,448         1,603
    70                                                         37,500         5,826
    71           51,921
    72                           6,600         500,000          5,404         2,132
    73                                                                         972
    74           60,816          6,667         400,000         15,035         1,643
    75                                                         12,269         2,246
    76                           6,250                         18,400         1,406
    77           168,000                                       15,723         4,927
    78
    79                                                         10,223
   79.1
   79.2
    80           749,580                                                      3,673
    81                                         100,000          8,382
    82           53,710          2,083         200,000         14,210         3,181
    83                                                         11,917         3,904
    84                                                          8,080         1,174
    85                                         250,000          6,682         2,133
    86           31,175                                         2,455
    87           35,000                        175,000          9,258         1,702
    88                                                         10,604
    89                           4,810                         11,277          951
    90                           3,333         120,000          7,165         1,191
    91                                                         10,175         2,012
    92                                                         17,204         3,491
    93                                                          5,019         2,592
    94
    95                                                          7,373
    96                                                         11,731         1,557
    97                                                          5,131         1,257
    98
    99           29,000          3,469          83,250          7,091          898
    100
    101                                                         4,327         3,530
    102
    103                          1,700          61,200         15,344          683
    104          110,000         3,077         150,000         12,184         1,593
   104.1
   104.2
   104.3
   104.4
   104.5
    105          50,000          1,667         150,000          8,625         1,309
    106          11,940                        150,000          8,023          759
    107          42,027
    108                                                         5,066          979
    109          35,892          9,970         350,000         16,017         4,295
    110
    111                                        100,000          4,824          818
    112          227,874
    113                                                        10,121         1,110
    114                          3,935                          9,861          989
    115          21,793          2,825         101,702          6,269         1,977
    116          34,800          2,129          75,000          6,442         1,775
    117                          4,469                         13,503         2,259
    118
    119          12,096                                         3,164          535
    120
    121                                                        10,574         2,933
    122          36,519          4,167         100,000          9,700          833
    123          19,230          2,134          76,815          4,939         1,124
    124                                        150,000          7,930         2,404
    125          29,256                                         2,975         2,158
    126          25,368          2,083          50,000          3,836          903
    127          28,116          2,603          93,712          8,613          871
    128                                                         7,876
    129          60,000          7,215         252,380         12,773         2,101
    130                                                         7,301          713
    131                          2,083                          8,608         1,005
    132                                                         6,943
    133          500,000                                        4,543         1,317
    134                                                        15,112          621
    135          27,622          3,836         230,185          5,818          551
    136                          1,916          68,964          3,025         1,669
    137          14,696          3,000         144,000         12,285          595
    138                                                         7,679
   138.1
   138.2
    139
    140                                                         4,050         2,042
    141          14,336                         80,000          4,756          571
    142          15,106          4,091         147,287          1,366          864
    143                                                         9,739         2,695
    144
    145          150,000                                        5,632         2,792
    146          10,083          2,236          80,513          3,833         1,619
    147                                                         8,509         2,631
    148           3,308           306           11,025         10,256          447
    149                                                        10,873
    150          38,590                        300,000          6,720         1,228
    151                                                         4,147          993
    152                          3,378         250,000          4,766          989
   152.1
   152.2
   152.3
    153          76,400                                         6,244         3,415         1,989     Union City Taxes
    154          86,400                                        12,684         2,022
    155          78,408                                        10,950         11,144         923      General & Liability Insurance
    156                          2,723         100,000          7,694          523
    157                          2,137
    158          36,476                                         8,587         1,254
    159                           949           50,000          6,834          843
                                 1,666          80,000          7,134          737
    160                           833           40,000          3,899          394
    161                           833           40,000          3,235          343
    162                                                         6,314         1,015
    163                                                         4,528         1,069
    164           8,649          1,441          50,000          1,225          502
    165                                                         6,667
    166                                                         6,988          635
    167                                                         8,348
    168                                                         8,000         1,281
    169                          8,551         350,000          4,678
    170          54,126                                         4,033         1,748
    171                                                         2,292          360
    172                                                        16,103         2,188
    173          10,155          1,375          82,508          2,189         2,808
    174                                                        13,107         1,312
   174.1
   174.2
   174.3
   174.4
    175                                                         8,701         8,690
    176          15,855          1,760          63,375          2,393         1,189
    177                                                         3,595
    178                                                        10,927         7,268
    179                                                         7,104         1,750
    180          113,834                                                      2,889
    181                                                         4,604         2,040
    182                                                        33,355
    183                                                         5,741         1,195
    184                                                         3,500         2,774
    185
    186          23,126          8,333         400,000         12,533          697
    187                          4,297         412,536          2,685          743
    188
    189                                                         5,000         1,671
    190                          4,583                          5,314         1,751
    191          20,000          2,116          75,000          3,429         1,420
    192                                        150,000          8,449          663
    193                                                         5,185          847
    194                                                         5,763         1,358
    195                          1,250                          2,702          709
    196
   196.1
   196.2
   196.3
    197                          5,000         180,000          5,346          384
    198                                                         5,180         1,158
    199                          2,500         240,000          3,467          643
    200          18,171          2,500          70,000          3,250          910
    201                                                         8,686         1,347
    202          108,750
    203                                                         3,354          712
    204                          1,686          80,912          3,913          318
    205                                                         3,582         1,991
    206           8,979           833           50,000           792           317
    207                           520           24,948           753           840
    208                          2,791                          6,000         4,999
    209                                                         6,413         3,149
    210          55,350                                         5,522         1,162
    211
    212                          2,455          88,374          8,489          302
    213
    214          19,907                                         7,924         4,616
    215          19,008
    216                                                         7,941         1,770
    217                                                                        150
    218          250,000                                       16,700         2,692
    219                          2,574                         11,259          663
    220                                                        11,118          903
    221           2,706          1,015          48,715          1,216          485
    222          33,003          2,034          73,206           750          1,252
    223                          2,500          90,000          2,443          417
    224                          3,333         120,000          1,348          357
    225          25,341          1,500          36,000          5,070          537
    226                                                         7,336          925
    227          10,804                         29,569          3,708          467
    228                          1,418                          2,150          222
    229          23,544                                         3,686          665
    230                          3,353                           452           217
    231                                         65,000          2,023          743
    232          37,666                                        11,079         1,752
    233           4,702          1,250          75,000          4,425         1,081
    234                          7,462                          4,582         1,095
    235                                                         1,929          525
    236          43,548          3,306         119,030          3,888          477
    237                                                         4,141          875
    238                                                         3,158          927
    239                                                         5,444         1,912
    240          18,108           833           20,000          3,270          607
    241           5,340          1,040                          9,178          499
    242                                                         5,620         4,911
    243
    244          12,750                                         1,592          966
    245                                                         3,337         3,292
   245.1
   245.2
    246                          1,325                          2,896          431
    247                          1,500          36,000          3,308          183
    248          40,800                                         2,517          594
    249                                                         4,071
    250
    251           3,672           339           12,204          2,469          154
    252                                                         4,954          657
    253                           780           46,785          1,404         1,411
   253.1
   253.2
    254          54,000                                         4,294         1,697
    255                                                         3,515          789
    256                           691                           3,811
    257          19,113                                         1,574         1,226
    258           9,840           479           22,992          1,972         1,236
    259                                                         2,934         1,633
    260          31,500                                         2,774         2,252
    261                                                         2,161         1,870
    262                                                         1,701          408
    263          25,905           833           30,000
    264           3,822           417           25,000          1,347          295
    265                                                         2,694          818
    266
    267                                                         2,429         1,411
    268          156,872                                        3,566         2,015
    269                                        150,000          4,292          411
    270                                                         2,250         1,586
    271          137,280                                        2,698         1,364
    272          15,732           833           30,000
    273                                                                       1,922
    274          63,000                                         4,962
    275           3,900           542           20,000          1,742          208
    276                                                         4,725         2,813
    277
    278                          1,055          65,000          5,491          739
    279                                                         1,634         1,156
    280                                                         2,503          629
    281           3,666           679           32,588          1,280          286
    282                           278                           3,499          245
    283                                                                        137
    284           5,914                         44,351          1,304
    285          12,000                                         1,917         1,671
    286           6,357           765           50,000          1,261          127
    287                                                         4,075         3,753
    288           4,600
    289           8,324           694           41,618          1,473          831
    290          12,154                                         4,859          699
    291                                                         5,573         1,268
    292                                         52,500          3,413          276
    293                                                          586           694
    294                           480                           2,600          184
    295
    296                                                                        520
    297                                                         2,710          529
    298                                                         2,120
    299           3,848           570           20,000          2,063          424
    300
    301
    302           4,313                         50,000          6,695          190
    303                                         40,000          2,468          409
    304                                                        11,640          408
    305                          1,087                          2,394          503
    306                                                         2,684          635
    307                          1,181                          3,275          721
    308                                                         1,492         2,545
    309                                                         5,653          776
    310                                                         2,784          636
    311                                                         1,689           92
    312           3,750                                         1,378
    313                           616                           1,776          261
    314
    315          16,500                                         1,367         1,131
    316          18,000          2,113          75,000          4,220          185
    317          28,800                                         5,210          507
    318
    319
    320                                                         1,322          175
    321
    322                           529                            669           157
    323                                                         1,905
    324                           820                           1,193          318
    325           1,200           333                            698           323
    326                                                          557           373


                   LOAN          CROSSED   RELATED                                       YEAR      TOTAL SF/UNITS/     UNIT OF
  LOAN #          PURPOSE         LOAN     BORROWER    TITLE TYPE      YEAR BUILT     RENOVATED      ROOMS/PADS        MEASURE
----------------------------------------------------------------------------------------------------------------------------------

     1          Acquisition                          Fee                  1984          2007               428,244       SF
     2           Refinance                           Fee                  1998                             171,097       SF
     3           Refinance                           Fee                  1903          2002               229,843       SF
     4           Refinance                           Fee                  1985          2007                   187     Rooms
     5          Acquisition                          Fee                  1958          1997               336,000       SF
     6          Acquisition                          Fee                  1970                                 848     Units
     7           Refinance                           Fee                  1987                             225,973       SF
     8           Refinance                           Fee                  2001          2006               201,565       SF
     9          Acquisition                          Fee                  2001                             493,000       SF
    10          Acquisition                Yes (2)   Fee                  2006                                 372     Units
    11           Refinance                           Fee                Various                            239,753       SF
   11.01                                             Fee                  1967                               3,000       SF
   11.02                                             Fee                  2003                               6,750       SF
   11.03                                             Fee                  2003                               7,500       SF
   11.04                                             Fee                  2003                               4,620       SF
   11.05                                             Fee                  2003                               8,000       SF
   11.06                                             Fee                  2003                               6,250       SF
   11.07                                             Fee                  2003                               8,500       SF
   11.08                                             Fee                  2003                               6,100       SF
   11.09                                             Fee                  2005                               3,600       SF
   11.10                                             Fee                  2003                               6,250       SF
   11.11                                             Fee                  2003                               5,500       SF
   11.12                                             Fee                  2003                               7,250       SF
   11.13                                             Fee                  1972                               1,920       SF
   11.14                                             Fee                  1988                               4,689       SF
   11.15                                             Fee                  2003                               7,500       SF
   11.16                                             Fee                  2004                               6,620       SF
   11.17                                             Fee                  2002                               7,600       SF
   11.18                                             Fee                  2003                               6,500       SF
   11.19                                             Fee                  2004                               5,500       SF
   11.20                                             Fee                  1985                               5,020       SF
   11.21                                             Fee                  2003                               7,500       SF
   11.22                                             Fee                  2003                               4,360       SF
   11.23                                             Fee                  1998                               2,500       SF
   11.24                                             Fee                  1986                                 990       SF
   11.25                                             Fee                  2003                               3,410       SF
   11.26                                             Fee                  2005                               5,390       SF
   11.27                                             Fee                  1996                               1,100       SF
   11.28                                             Fee                  2003                               6,000       SF
   11.29                                             Fee                  2000                               3,386       SF
   11.30                                             Fee                  2001                               2,660       SF
   11.31                                             Fee                  2000                               3,353       SF
   11.32                                             Fee                  2002                               5,100       SF
   11.33                                             Fee                  2001                               6,000       SF
   11.34                                             Fee                  2002                               4,500       SF
   11.35                                             Fee                  2003                               4,000       SF
   11.36                                             Fee                  1986                                 880       SF
   11.37                                             Fee                  1986                               1,104       SF
   11.38                                             Fee                  1985                                 880       SF
   11.39                                             Fee                  1971                               2,640       SF
   11.40                                             Fee                  2003                               3,000       SF
   11.41                                             Fee                  2003                               3,000       SF
   11.42                                             Fee                  1988                               2,500       SF
   11.43                                             Fee                  1990                               2,500       SF
   11.44                                             Fee                  1988                               2,500       SF
   11.45                                             Fee                  1984                               3,762       SF
   11.46                                             Fee                  1989                               1,104       SF
   11.47                                             Fee                  1989                               1,248       SF
   11.48                                             Fee                  2003                               4,520       SF
   11.49                                             Fee                  1988                               2,420       SF
   11.50                                             Fee                  1999                               3,345       SF
   11.51                                             Fee                  1993                               3,000       SF
   11.52                                             Fee                  1988                               1,908       SF
   11.53                                             Fee                  1982                               1,104       SF
   11.54                                             Fee                  1967                               1,920       SF
   11.55                                             Fee                  1969                               1,200       SF
   11.56                                             Fee                  1996                               3,244       SF
   11.57                                             Fee                  1968                               2,024       SF
   11.58                                             Fee                  1986                               1,248       SF
   11.59                                             Fee                  1969                               2,200       SF
   11.60                                             Fee                  1994                               2,617       SF
   11.61                                             Fee                  1994                               2,567       SF
   11.62                                             Fee                  1988                               2,400       SF
    12           Refinance                 Yes (3)   Fee                  1989                             113,486       SF
    13          Acquisition                          Leasehold            2005                             191,324       SF
    14           Refinance                 Yes (1)   Fee                Various         2006                   297     Units
   14.1                                              Fee                  1995          2006                   191     Units
   14.2                                              Fee                  1986          2006                   106     Units
    15           Refinance                           Fee                  1924          2005               282,601       SF
                 Refinance                           Fee                Various          NAP                   689     Units
    16           Refinance      Yes        Yes (6)   Fee                  1973                                 409     Units
    17           Refinance      Yes        Yes (6)   Fee                  1982                                 192     Units
    18           Refinance      Yes        Yes (6)   Fee                  1977                                  88     Units
    19           Refinance                           Fee                  1966          1999                   219     Rooms
    20           Refinance                 Yes (5)   Fee                  1983                                 704     Units
    21           Refinance                 Yes (4)   Fee                  1950          2007               111,728       SF
    22          Acquisition                          Fee                  1999                              75,422       SF
    23           Refinance                 Yes (1)   Fee                  1988                                 178     Units
    24           Refinance                           Fee               2006-2007                               157     Units
    25           Refinance                           Fee                  1986                             208,593       SF
    26           Refinance                           Fee                  1990                              87,418       SF
    27           Refinance                 Yes (4)   Fee                  1962          2005                30,022       SF
    28           Refinance                           Fee                  1978                             157,658       SF
    29           Refinance                           Fee                  1929          2006                    79     Units
    30          Acquisition                          Fee                  1986          2006                   468     Units
    31           Refinance                           Fee                  2006                                 168     Units
    32            Various                            Fee                Various        Various             305,775       SF
   32.1                                              Fee                  1980          2005                72,000       SF
   32.2                                              Fee                  2007                              22,275       SF
   32.3                                              Fee                  1987                             130,000       SF
   32.4                                              Fee                  2006                              40,000       SF
   32.5                                              Fee                  2005                              41,500       SF
    33          Acquisition                          Fee                  2004                              63,759       SF
    34           Refinance                           Fee                  2000                             105,322       SF
    35          Acquisition                          Fee                Various                            227,477       SF
   35.1                                              Fee                  1999                              60,531       SF
   35.2                                              Fee                  1979                             106,810       SF
   35.3                                              Fee                  1982                              60,136       SF
    36          Acquisition                          Fee                  2006                             163,722       SF
    37           Refinance                           Fee                  2006                              39,152       SF
    38           Refinance                           Fee                  1961          2006                53,392       SF
    39          Acquisition                          Fee                Various                            131,429       SF
   39.1                                              Fee                  2006                              39,383       SF
   39.2                                              Fee                  1993                              71,624       SF
   39.3                                              Fee                  2005                              20,422       SF
    40          Acquisition                          Fee                  1980                              44,883       SF
    41           Refinance                 Yes (14)  Fee                  1956          2002                80,854       SF
    42          Acquisition                          Fee                  1988          1994               563,210       SF
    43          Acquisition                          Fee                  1989                                 180     Units
    44           Refinance                           Fee                  2006                              62,292       SF
    45           Refinance                 Yes (3)   Fee                  1985                              46,307       SF
    46           Refinance                           Fee                  2006                                 232     Units
    47          Acquisition                          Fee                  1983          2000                93,469       SF
    48           Refinance                           Fee/Leasehold        1989                             106,987       SF
    49           Refinance                           Fee                  2001          2004                    48     Rooms
    50           Refinance                 Yes (7)   Fee                  1986                                 228     Units
    51           Refinance                           Fee                  1991          2007               119,814       SF
    52           Refinance                           Fee                  2001          2006                91,845       SF
    53          Acquisition                          Fee                  1999                             156,263       SF
    54           Refinance                           Fee                  1987          2007                   136     Units
    55          Acquisition                          Fee                  1991          2005               142,895       SF
    56           Refinance                           Fee                  1966          1975                   255      Pads
    57           Refinance                           Leasehold            2005                                 103     Rooms
    58           Refinance                           Fee                  1971                                  77     Units
    59           Refinance                           Fee               1988-1989      2005-2006            127,731       SF
    60           Refinance                 Yes (2)   Fee                  1998                                 260     Units
    61           Refinance                 Yes (8)   Fee                  1979          2005               138,333       SF
    62          Acquisition                          Fee               1975-1980                           183,748       SF
    63          Acquisition                          Fee               2006-2007                            32,400       SF
    64           Refinance                           Fee                  1973          1991                   280     Units
    65           Refinance                           Fee                Various        Various             Various    Various
   65.1                                              Fee                  1978                              38,335       SF
   65.2                                              Fee                  1999                              14,656       SF
   65.3                                              Fee                  1971                                  44     Units
   65.4                                              Fee                  1977                               6,400       SF
   65.5                                              Fee                  1879          1998                19,070       SF
   65.6                                              Fee                  1972                               9,410       SF
   65.7                                              Fee                  1984                               7,970       SF
   65.8                                              Fee                  1984                               6,000       SF
    66           Refinance                           Various            Various                                253     Rooms
   66.1                                              Fee                  1983                                  95     Rooms
   66.2                                              Fee                  1982                                  64     Rooms
   66.3                                              Leasehold            1983                                  94     Rooms
    67          Acquisition                          Fee                  2007                              76,350       SF
    68           Refinance                 Yes (12)  Fee                  1974          1991                   248     Units
    69           Refinance                           Fee               1982-1983        2006                32,820       SF
    70           Refinance                           Fee                  1994                                 472     Units
    71           Refinance                           Fee                  1968          1995                98,741       SF
    72          Acquisition                          Fee                  1973                              75,999       SF
    73           Refinance                           Leasehold            2006                              52,595       SF
    74           Refinance                           Fee                  1986                              84,961       SF
    75           Refinance                           Fee                  1984                             105,400       SF
    76          Acquisition                Yes (16)  Fee                  1983          2002                66,825       SF
    77           Refinance                 Yes (12)  Fee                  1984          1991                   224     Units
    78          Acquisition                          Fee                  1988          1996               187,850       SF
    79           Refinance                           Fee                Various        Various             174,630       SF
   79.1                                              Fee                  2004                              94,050       SF
   79.2                                              Fee                  2003          2005                80,580       SF
    80           Refinance                 Yes (21)  Fee                  2000          2005                   119     Rooms
    81           Refinance                 Yes (10)  Fee                  1964          2005                48,791       SF
    82          Acquisition                Yes (9)   Fee               1992, 2003                          268,550       SF
    83          Acquisition                Yes (5)   Fee                  1984                                 276     Units
    84           Refinance                           Fee                  1998                              62,682       SF
    85          Acquisition                          Fee               1999-2000                            95,420       SF
    86           Refinance                           Leasehold            1930          2006                41,567       SF
    87           Refinance                           Fee                  1991          2000                64,544       SF
    88           Refinance                 Yes (17)  Fee                  2002                              59,296       SF
    89          Acquisition                Yes (19)  Fee                  1988          2000                52,958       SF
    90           Refinance                 Yes (13)  Fee                  1979          2002                93,407       SF
    91           Refinance                           Fee                  1986          2005                    92     Units
    92           Refinance                 Yes (11)  Fee                  1973                                 228     Units
    93           Refinance                           Fee                  2002                                  94     Rooms
    94          Acquisition                          Fee                  1969          2005               233,915       SF
    95           Refinance                           Fee                  1917          2005               143,554       SF
    96          Acquisition                          Fee/Leasehold        1987                              42,337       SF
    97           Refinance                 Yes (7)   Fee                  1988                                 100     Units
    98           Refinance                           Fee                  1987          2006                54,950       SF
    99           Refinance                           Fee                  1980                              84,291       SF
    100         Acquisition                          Fee                  1985          2006               147,435       SF
    101         Acquisition                          Fee                  1981                                 118     Units
    102     Construction Take-Out                    Fee                  2005                                 100     Rooms
    103         Acquisition                          Fee                  1991          2007                24,561       SF
    104          Refinance                           Fee                Various        Various             122,512       SF
   104.1                                             Fee                  2000                              38,496       SF
   104.2                                             Fee                  1986          2006                47,040       SF
   104.3                                             Fee                  1998                              16,000       SF
   104.4                                             Fee                  2006                              10,200       SF
   104.5                                             Fee                  2001                              10,776       SF
    105          Refinance                 Yes (9)   Fee                  2003                              94,893       SF
    106         Acquisition                Yes (20)  Fee                  1979          2007                19,900       SF
    107          Refinance                 Yes (8)   Fee                  1972          1991                93,390       SF
    108          Refinance                           Fee                  2003                              32,884       SF
    109         Acquisition                          Fee                  1981                             119,641       SF
    110         Acquisition                Yes (19)  Fee                  2006                              12,471       SF
    111          Refinance                           Fee                  1985                              17,180       SF
    112         Acquisition                          Fee/Leasehold        1985                                 224     Units
    113          Refinance                           Fee                  1998                                 100     Rooms
    114          Refinance                           Fee                  2000                              36,200       SF
    115         Acquisition                          Fee                  1995                              60,537       SF
    116          Refinance                           Fee                  1979                              77,416       SF
    117          Refinance                           Fee                  1986                             105,846       SF
    118         Acquisition                Yes (15)  Fee                  1989                              50,566       SF
    119         Acquisition                          Fee                  2006                              26,880       SF
    120         Acquisition                Yes (15)  Leasehold            2003                              72,786       SF
    121         Acquisition                          Fee                  1984                                 176     Units
    122         Acquisition                Yes (16)  Fee                  1980          1989                44,736       SF
    123         Acquisition                          Fee                  1961          2001                64,013       SF
    124          Refinance                           Fee                  1964          1997                66,832       SF
    125          Refinance                           Fee                  1916          1987                96,231       SF
    126          Refinance                 Yes (20)  Fee              1953 & 1970    1980 & 2000            42,282       SF
    127         Acquisition                Yes (22)  Fee                  1986                              62,475       SF
    128          Refinance                 Yes (10)  Fee                  1991                              59,747       SF
    129         Acquisition                          Fee                  1983                             101,260       SF
    130          Refinance                           Fee                  1975                                 299      Pads
    131          Refinance                           Fee                  1984          2006                28,158       SF
    132          Refinance                           Fee                  1996                                  80     Rooms
    133          Refinance                           Fee                  1995          2003                    92     Rooms
    134          Refinance                 Yes (11)  Fee                  1972          1987                20,307       SF
    135          Refinance                           Fee                  1986                              46,037       SF
    136          Refinance                           Fee                  2006                              22,988       SF
    137          Refinance                           Fee                  2000                              36,742       SF
    138         Acquisition                          Fee                Various        Various              17,819       SF
   138.1                                             Fee                  1924                              12,019       SF
   138.2                                             Fee                  1927          1996                 5,800       SF
    139         Acquisition                          Fee                  2005                              12,610       SF
    140         Acquisition                Yes (7)   Fee                  1977                                 112     Units
    141         Acquisition                Yes (9)   Fee                  1998                              36,113       SF
    142         Acquisition                          Fee               2005-2006                            75,532       SF
    143          Refinance                 Yes (11)  Fee                  1970                                 176     Units
    144         Acquisition                          Fee                  2005                              14,259       SF
    145          Refinance                           Fee                  2002                                 156     Units
    146          Refinance                           Fee                  1991                              16,805       SF
    147          Refinance                           Fee                  2005                                  69     Rooms
    148         Acquisition                Yes (22)  Fee                  1946                               7,350       SF
    149         Acquisition                Yes (17)  Fee                  2005                              45,465       SF
    150          Refinance                           Fee                  1986                              51,451       SF
    151          Refinance                           Fee                  2001                              67,206       SF
    152     Refinance/Acquisition                    Fee                Various                             40,799       SF
   152.1                                             Fee                  2003                              19,241       SF
   152.2                                             Fee                  1999                              12,260       SF
   152.3                                             Fee                  1999                               9,298       SF
    153          Refinance                 Yes (18)  Fee                  1986                                 191     Units
    154          Refinance                 Yes (18)  Fee                  1982                                 216     Units
    155          Refinance                 Yes (18)  Fee                  1976                                 196     Units
    156          Refinance                           Fee                  2006                              28,683       SF
    157          Refinance                           Fee                  1993          2007               128,208       SF
    158         Acquisition                          Fee               1979-1980      2004-2006             90,550       SF
    159          Refinance                           Fee                  1997                              33,390       SF
                 Refinance                           Fee                Various                             58,442       SF
    160          Refinance      Yes        Yes (28)  Fee                  2006                              29,144       SF
    161          Refinance      Yes        Yes (28)  Fee                  2007                              29,298       SF
    162         Acquisition                          Fee/Leasehold        1990                              29,523       SF
    163         Acquisition                          Fee/Leasehold        1987                              30,117       SF
    164         Acquisition                Yes (24)  Fee                  2006                              19,219       SF
    165          Refinance                           Fee/Leasehold        1988          2005                    98     Rooms
    166          Refinance                           Fee                  1986                              34,602       SF
    167          Refinance                           Fee                  1963           NAP                    71     Units
    168          Refinance                           Fee                  2006                              19,731       SF
    169          Refinance                           Fee                  1979          2007               155,810       SF
    170          Refinance                           Fee                  1978                                  93     Units
    171          Refinance                           Fee                  1985                                 223      Pads
    172         Acquisition                          Fee                  1989                                 120     Units
    173          Refinance                           Fee                  1990                              25,387       SF
    174         Acquisition                          Fee                Various          NAP               Various    Various
   174.1                                             Fee                  1979           NAP                60,250       SF
   174.2                                             Fee                  1977           NAP                38,525       SF
   174.3                                             Fee               1973-1980         NAP                    48     Units
   174.4                                             Fee                  1978           NAP                36,700       SF
    175          Refinance                 Yes (23)  Fee               1968-1973                               132     Units
    176         Acquisition                          Fee                  2004          2006                35,234       SF
    177          Refinance                 Yes (10)  Fee                  1967                              28,425       SF
    178         Acquisition                          Leasehold            1962          1973                   259     Rooms
    179          Refinance                           Fee              1975 & 1985        NAP                   115     Units
    180          Refinance                           Fee                  1994          2006               189,724       SF
    181          Refinance                           Fee                  1990                                 108     Units
    182          Refinance                           Fee                  1901          1979               101,400       SF
    183          Refinance                           Fee                  2002                                  73     Rooms
    184         Acquisition                          Fee                  1974                                 120     Units
    185         Acquisition                Yes (15)  Fee                  1986          1999               112,736       SF
    186         Acquisition                          Fee              1984 & 2000                           77,088       SF
    187         Acquisition                          Fee                  1964          1996                51,567       SF
    188         Acquisition                          Fee                  1986                              32,476       SF
    189     Construction Take-Out                    Fee                  2006                                 100     Units
    190          Refinance                           Fee                  1970          2006               171,639       SF
    191          Refinance                           Fee                  2002                              25,397       SF
    192         Acquisition                          Fee                  2000                              30,972       SF
    193          Refinance                           Fee                  2006                              14,041       SF
    194          Refinance                           Fee                  1999                                  88     Units
    195          Refinance                           Fee                  1999                              32,000       SF
    196         Acquisition                          Fee                Various                             26,652       SF
   196.1                                             Fee                  2007                               9,780       SF
   196.2                                             Fee                  2006                              10,500       SF
   196.3                                             Fee                  2007                               6,372       SF
    197          Refinance                 Yes (13)  Fee                  1980          2006                75,513       SF
    198          Refinance                           Fee                  1986                              44,371       SF
    199          Refinance                           Fee                  2000                              32,000       SF
    200          Refinance                           Fee                  1900          2006                30,284       SF
    201          Refinance                           Fee                  1997                                  79     Rooms
    202         Acquisition                          Fee                  1985          2004                   145     Units
    203          Refinance                           Fee                  2001                              35,204       SF
    204          Refinance                           Fee/Leasehold        1989                              20,226       SF
    205          Refinance                           Fee                  1927                                  36     Units
    206     Construction Take-Out                    Fee                  2006                              19,957       SF
    207          Refinance                           Fee                  2006                              12,425       SF
    208          Refinance                           Fee                  1980          2007                34,241       SF
    209          Refinance                           Fee                  2005                                  80     Units
    210          Refinance                 Yes (26)  Fee                  2002                                  82     Units
    211         Acquisition                          Fee                  1990                             202,400       SF
    212          Refinance                           Fee                  1990                              29,458       SF
    213          Refinance                           Fee                  1966          1997               129,247       SF
    214          Refinance                           Fee                  1986          2007                44,238       SF
    215          Refinance                           Fee                  1999                              63,361       SF
    216          Refinance                           Fee                  2000                                  86     Rooms
    217          Refinance                 Yes (21)  Fee                  1968          1971                35,000       SF
    218          Refinance                           Fee                  1965          2006                    66     Rooms
    219         Acquisition                          Fee                  2003                              30,977       SF
    220          Refinance                           Fee                  1984                              52,938       SF
    221          Refinance                           Fee                  2006                              13,523       SF
    222          Refinance                           Fee                  1959          2005                73,339       SF
    223          Refinance                 Yes (13)  Fee                  2005                              28,088       SF
    224          Refinance                 Yes (13)  Fee                  2006                              27,803       SF
    225          Refinance                           Fee                  1989          2006                35,140       SF
    226          Refinance                           Fee                  2004                                  75     Rooms
    227         Acquisition                          Fee                  1985                              29,569       SF
    228         Acquisition                          Fee                  1998                              21,822       SF
    229          Refinance                           Fee                  2005                              78,460       SF
    230          Refinance                           Fee                  2006                              14,105       SF
    231          Refinance                           Fee                  2003                              21,500       SF
    232          Refinance                           Fee                  1987          1992                33,132       SF
    233          Refinance                           Fee                  2005                              23,508       SF
    234          Refinance                           Leasehold            1983          1990                75,000       SF
    235         Acquisition                          Fee                  1956                                 101      Pads
    236          Refinance                 Yes (27)  Fee                  1982                              96,772       SF
    237          Refinance                 Yes (30)  Fee                  1999          2006                    78     Rooms
    238          Refinance                           Fee                  1916                                  30     Units
    239         Acquisition                Yes (25)  Fee                  1987                                 162      Pads
    240         Acquisition                          Fee                  1974          1995                37,715       SF
    241         Acquisition                          Fee                  2005                              17,802       SF
    242          Refinance                 Yes (23)  Fee                  1973          1988                   102     Units
    243          Refinance                           Fee                  1960          2007                 6,110       SF
    244         Acquisition                          Fee                  1930          2004                    17     Units
    245          Refinance                           Fee                Various        Various                 146     Units
   245.1                                             Fee                  1983          2007                    96     Units
   245.2                                             Fee                  1976          2005                    50     Units
    246          Refinance                           Fee                  2005                              26,600       SF
    247          Refinance                           Fee                  1941          1987                34,447       SF
    248          Refinance                           Fee                  2000                                  68     Units
    249          Refinance                           Fee                  1985                              21,955       SF
    250          Refinance                           Fee                  1998                              11,880       SF
    251         Acquisition                Yes (25)  Fee                  1937                               8,137       SF
    252         Acquisition                          Fee                  1987                              22,306       SF
    253          Refinance                           Fee                  2002                              38,378       SF
   253.1                                             Fee                  2002                                  25     Units
   253.2                                             Fee                  2002                               9,600       SF
    254          Refinance                           Fee                  1999                                  72     Units
    255          Refinance                 Yes (29)  Fee                  2000                                  72     Rooms
    256          Refinance                           Fee                  1950          2005                 7,000       SF
    257         Acquisition                Yes (27)  Fee                  1999                              63,710       SF
    258          Refinance                           Fee                  2006                              16,411       SF
    259         Acquisition                          Fee                  1968                                  89     Units
    260          Refinance                           Fee                  1973                                 126     Units
    261         Acquisition                          Fee                  1972          1988                    81     Units
    262          Refinance                 Yes (17)  Fee                  1985                                  19     Units
    263          Refinance                 Yes (8)   Fee                  1981          1990                32,759       SF
    264         Acquisition                          Fee                  2005                               8,493       SF
    265          Refinance                           Fee                  1963                                  46     Units
    266         Acquisition                          Fee                  1999                              16,836       SF
    267          Refinance                           Fee                  1996                                  77     Rooms
    268          Refinance                           Fee                  1996                                  69     Rooms
    269         Acquisition                          Fee                  1911          1986                32,017       SF
    270          Refinance                           Fee                  1992                                 122     Rooms
    271          Refinance                           Fee                  1997                                  63     Rooms
    272          Refinance                 Yes (8)   Fee/Leasehold        1999          2006                34,958       SF
    273          Refinance                 Yes (6)   Fee                  1970                                 113     Units
    274          Refinance                           Fee                  1966                                  63     Units
    275         Acquisition                          Fee                  2006                               8,671       SF
    276         Acquisition                          Fee                  1972          2006                    90     Units
    277          Refinance                           Fee                  1989                              10,864       SF
    278          Refinance                 Yes (26)  Fee                  1945          2004                20,949       SF
    279          Refinance                           Fee                  2001                              65,655       SF
    280          Refinance                 Yes (29)  Fee                  1994                                  69     Rooms
    281         Acquisition                          Fee                  2004                               8,147       SF
    282         Acquisition                          Fee                  2003                               6,683       SF
    283          Refinance                           Fee                  NAP                               72,745       SF
    284          Refinance                 Yes (31)  Fee                  2006                              11,827       SF
    285          Refinance                           Fee                  2007                                  30     Units
    286         Acquisition                          Fee                  2006                              14,127       SF
    287          Refinance                 Yes (23)  Fee                  1968                                  58     Units
    288         Acquisition                          Fee                  2000          2007                10,125       SF
    289          Refinance                           Fee                  1951          2006                16,847       SF
    290          Refinance                           Fee                  1984          2004                20,256       SF
    291         Acquisition                Yes (2)   Fee                  1984          2005                73,319       SF
    292          Refinance                           Fee                  1984          2007                23,495       SF
    293          Refinance                           Fee                  2006                                  13     Units
    294         Acquisition                          Fee                  2006                               6,270       SF
    295          Refinance                           Fee                  1996                              59,125       SF
    296         Acquisition                          Fee                  1999                              10,125       SF
    297          Refinance                           Fee                  1985                              28,825       SF
    298          Refinance                           Fee                  1957                                  40     Units
    299         Acquisition                Yes (24)  Fee                  2003                               8,550       SF
    300          Refinance                           Fee                  1998                              66,522       SF
    301         Acquisition                          Leasehold            2006                              14,564       SF
    302          Refinance                           Fee                  2004                              14,375       SF
    303         Acquisition                          Fee                  1997                               8,311       SF
    304          Refinance                           Fee                  2000                              14,616       SF
    305         Acquisition                          Fee                  2005                              12,225       SF
    306          Refinance                 Yes (30)  Fee                  2000                                  65     Rooms
    307         Acquisition                          Fee                  2007                              18,902       SF
    308         Acquisition                          Fee                  1965                                  86     Units
    309          Refinance                           Fee                  1969                                  96      Pads
    310         Acquisition                          Fee                  2005                               6,220       SF
    311         Acquisition                          Fee                  2004                              10,952       SF
    312          Refinance                 Yes (31)  Fee                  2005                               7,500       SF
    313         Acquisition                          Fee                  2006                               9,151       SF
    314          Refinance                 Yes (14)  Fee                  2006                               4,464       SF
    315          Refinance                           Fee                  1985          2005                    33     Units
    316         Acquisition                          Fee                  1979                              29,837       SF
    317          Refinance                           Fee                  1999                                  36     Units
    318          Refinance                 Yes (14)  Fee                  2006                               3,600       SF
    319          Refinance                 Yes (14)  Fee                  2006                               3,600       SF
    320         Acquisition                          Fee                  1983                              26,084       SF
    321          Refinance                 Yes (14)  Fee                  2006                               3,112       SF
    322         Acquisition                          Fee                  2005                               7,388       SF
    323         Acquisition                          Fee                  2004                               5,102       SF
    324          Refinance                           Fee                  1990                              12,000       SF
    325         Acquisition                          Fee                  2006                               4,000       SF
    326          Refinance                           Fee                  1962                                  17     Units


                OCCUPANCY            OCCUPANCY           APPRAISED           APPRAISAL                      SINGLE
  LOAN #        %(16)(17)              DATE             VALUE ($)(5)           DATE           PML %        TENANT(17)
-----------------------------------------------------------------------------------------------------------------------

     1            95.20                 5/8/2007          139,000,000         3/30/2007        12
     2            100.00               3/15/2007          127,000,000         3/24/2007        15
     3            92.00                 3/1/2007           80,700,000          3/9/2007
     4            80.10                2/28/2007           66,500,000          3/8/2007
     5            100.00               2/21/2007           66,000,000         1/12/2007        19             Yes
     6            91.50                2/20/2007           52,660,000         1/29/2007
     7            92.80                 4/4/2007           50,000,000         2/10/2007
     8            71.90                 3/8/2007           44,600,000         3/10/2007
     9            100.00               2/26/2007           47,400,000         2/26/2007                       Yes
    10            90.32                3/19/2007           46,000,000        12/21/2006
    11            95.20               11/13/2006          100,650,000           Various                     Various
   11.01          100.00              11/13/2006            2,440,000         1/31/2007                       Yes
   11.02          100.00              11/13/2006            2,430,000         1/31/2007
   11.03          56.67               11/13/2006            2,370,000          2/7/2007
   11.04          100.00              11/13/2006            2,210,000         1/31/2007
   11.05          75.00               11/13/2006            2,190,000         1/31/2007
   11.06          68.00               11/13/2006            2,180,000         1/31/2007
   11.07          100.00              11/13/2006            2,150,000          2/2/2007
   11.08          100.00              11/13/2006            2,140,000          2/2/2007
   11.09          100.00              11/13/2006            2,140,000         1/31/2007
   11.10          100.00              11/13/2006            2,110,000         1/31/2007
   11.11          100.00              11/13/2006            2,110,000         1/31/2007
   11.12          100.00              11/13/2006            2,100,000         1/31/2007
   11.13          100.00              11/13/2006            2,090,000         1/31/2007                       Yes
   11.14          100.00              11/13/2006            2,030,000         1/31/2007
   11.15          83.33               11/13/2006            2,030,000         1/31/2007
   11.16          100.00              11/13/2006            2,000,000          2/7/2007
   11.17          100.00              11/13/2006            2,000,000          2/7/2007
   11.18          100.00              11/13/2006            1,990,000          2/2/2007
   11.19          100.00              11/13/2006            1,910,000         1/30/2007
   11.20          100.00              11/13/2006            1,890,000         1/31/2007                       Yes
   11.21          100.00              11/13/2006            1,880,000          2/7/2007
   11.22          100.00              11/13/2006            1,850,000          2/2/2007
   11.23          100.00              11/13/2006            1,810,000          2/7/2007                       Yes
   11.24          100.00              11/13/2006            1,770,000         1/31/2007                       Yes
   11.25          100.00              11/13/2006            1,760,000         1/31/2007
   11.26          100.00              11/13/2006            1,760,000          2/7/2007
   11.27          100.00              11/13/2006            1,710,000         1/31/2007                       Yes
   11.28          100.00              11/13/2006            1,710,000          2/7/2007
   11.29          100.00              11/13/2006            1,700,000          2/9/2007                       Yes
   11.30          100.00              11/13/2006            1,700,000          2/9/2007                       Yes
   11.31          100.00              11/13/2006            1,690,000          2/9/2007                       Yes
   11.32          100.00              11/13/2006            1,650,000         1/31/2007
   11.33          50.00               11/13/2006            1,630,000         1/31/2007
   11.34          100.00              11/13/2006            1,610,000          2/2/2007
   11.35          100.00              11/13/2006            1,610,000         1/31/2007                       Yes
   11.36          100.00              11/13/2006            1,550,000         1/31/2007                       Yes
   11.37          100.00              11/13/2006              880,000         1/31/2007                       Yes
   11.38          100.00              11/13/2006            1,530,000         1/31/2007                       Yes
   11.39          100.00              11/13/2006            1,530,000         1/31/2007                       Yes
   11.40          100.00              11/13/2006            1,510,000         1/31/2007                       Yes
   11.41          100.00              11/13/2006            1,500,000          2/2/2007                       Yes
   11.42          100.00              11/13/2006            1,470,000         1/31/2007                       Yes
   11.43          100.00              11/13/2006            1,470,000         1/31/2007                       Yes
   11.44          100.00              11/13/2006            1,450,000         1/31/2007                       Yes
   11.45          100.00              11/13/2006            1,440,000         1/31/2007                       Yes
   11.46          100.00              11/13/2006            1,410,000         1/31/2007                       Yes
   11.47          100.00              11/13/2006            1,390,000         1/31/2007                       Yes
   11.48          100.00              11/13/2006            1,390,000         1/31/2007                       Yes
   11.49          100.00              11/13/2006            1,290,000         1/31/2007                       Yes
   11.50          100.00              11/13/2006            1,260,000          2/9/2007                       Yes
   11.51          100.00              11/13/2006            1,180,000          2/7/2007                       Yes
   11.52          100.00              11/13/2006            1,150,000         1/31/2007                       Yes
   11.53          100.00              11/13/2006            1,140,000         1/31/2007                       Yes
   11.54          100.00              11/13/2006            1,090,000         1/31/2007                       Yes
   11.55          100.00              11/13/2006            1,040,000         1/31/2007                       Yes
   11.56          100.00              11/13/2006            1,000,000          2/7/2007                       Yes
   11.57          100.00              11/13/2006              970,000         1/31/2007                       Yes
   11.58          100.00              11/13/2006              910,000         1/31/2007                       Yes
   11.59          100.00              11/13/2006              860,000          2/2/2007                       Yes
   11.60          100.00              11/13/2006              730,000          2/7/2007                       Yes
   11.61          100.00              11/13/2006              630,000          2/7/2007                       Yes
   11.62          100.00              11/13/2006              530,000          2/7/2007                       Yes
    12            87.28                 3/5/2007           42,100,000          3/1/2008         6
    13            100.00                4/1/2007           46,600,000         3/13/2007
    14            97.62                3/16/2007           40,000,000           Various
   14.1           96.30                3/16/2007           25,600,000         8/19/2006
   14.2           100.00               3/16/2007           14,400,000         4/19/2007
    15            81.20                3/31/2007           44,900,000         2/27/2007
                  90.85                1/29/2007           41,380,000           Various                        0
    16            90.95                1/29/2007           29,500,000        11/29/2006
    17            89.06                1/29/2007            8,540,000         12/5/2006
    18            94.32                1/29/2007            3,340,000         12/5/2006
    19            67.02                2/28/2007           39,000,000          4/1/2007
    20            92.20                3/13/2007           31,250,000         2/13/2007
    21            88.00                 4/1/2007           30,000,000         11/1/2007        14
    22            94.20                 2/1/2007           27,000,000         3/22/2007        10
    23            95.50                1/22/2007           30,400,000         8/17/2006
    24            63.06                3/12/2007           26,600,000          8/1/2007
    25            100.00               1/19/2007           26,500,000         11/6/2006                       Yes
    26            100.00                4/6/2007           23,700,000          3/2/2007       19.5
    27            77.20                3/15/2007           23,250,000          4/1/2008        14
    28            96.72                 4/3/2007           24,400,000          8/1/2007
    29            83.54                 1/1/2007           26,220,000         3/16/2009        16
    30            95.94                3/12/2007           25,500,000          3/2/2007
    31            100.00               2/19/2007           24,000,000          3/1/2007
    32            99.34                  Various           21,730,000           Various      Various        Various
   32.1           100.00                4/1/2007            6,470,000          3/6/2007         4
   32.2           90.90                4/19/2007            6,180,000          3/6/2007         3
   32.3           100.00                4/1/2007            4,480,000          2/6/2007                       Yes
   32.4           100.00                4/9/2007            2,350,000          3/5/2007
   32.5           100.00                4/9/2007            2,250,000          3/5/2007
    33            64.80                11/9/2006           25,100,000         1/22/2007
    34            93.87                 3/2/2007           22,000,000          3/8/2007
    35            99.92               11/30/2006           20,500,000           Various
   35.1           100.00              11/30/2006            7,500,000          2/2/2007
   35.2           100.00              11/30/2006            7,000,000          2/2/2007
   35.3           99.70               11/30/2006            6,000,000         1/30/2007
    36            97.62                 3/7/2007           20,000,000          3/6/2007
    37            91.10                 3/1/2007           20,300,000         5/21/2007
    38            85.50                 2/1/2007           20,710,000        12/28/2006        18
    39            89.37                2/28/2007           24,800,000           Various
   39.1           96.00                2/28/2007           10,000,000          1/5/2007
   39.2           90.10                2/28/2007           10,000,000          1/8/2007
   39.3           74.00                2/28/2007            4,800,000          1/9/2007
    40            96.30                12/1/2006           20,000,000         1/22/2007        15
    41            97.82                 3/5/2007           21,100,000         12/1/2007        15
    42            100.00                3/1/2007           18,500,000         2/14/2007                       Yes
    43            97.80                 4/2/2007           20,050,000          4/6/2007        11
    44            87.30                4/27/2007           19,000,000          2/1/2007
    45            96.54                 1/1/2007           19,910,000         2/14/2007        11
    46            95.26                 4/2/2007           18,400,000          2/1/2008
    47            82.86                 4/9/2007           19,740,000          1/1/2008        18
    48            100.00               3/12/2007           47,400,000         3/23/2007
    49            69.45               12/31/2006           21,600,000         4/20/2007
    50            92.50                2/13/2007           21,000,000         2/16/2007
    51            100.00                5/3/2007           20,700,000         10/9/2007
    52            85.70                3/13/2007           17,550,000          6/1/2007
    53            100.00                1/2/2007           17,300,000          2/8/2007
    54            97.10                4/25/2007           19,700,000         3/21/2007        13
    55            91.20                 6/1/2006           18,900,000          3/1/2007
    56            99.60                4/19/2007           18,110,000          6/9/2007        19
    57            81.00                2/28/2007           18,900,000         3/15/2007
    58            98.70                3/28/2007           17,200,000         2/28/2007        18
    59            93.00                 6/1/2007           17,500,000          3/2/2007
    60            92.69                1/31/2007           20,100,000        12/18/2006
    61            99.13                3/21/2007           15,000,000        10/16/2006
    62            96.17                2/28/2007           16,600,000          2/2/2007
    63            100.00                5/2/2007           15,750,000         3/15/2007        16
    64            94.30                4/11/2007           15,210,000         3/28/2007
    65            96.57                  Various           15,470,000           Various
   65.1           100.00               3/29/2007            4,300,000          2/6/2007
   65.2           100.00               3/29/2007            2,800,000         2/12/2007
   65.3           100.00                3/6/2007            2,400,000         2/13/2007
   65.4           100.00               3/22/2007            1,500,000         2/12/2007
   65.5           100.00               3/16/2007            1,400,000          2/6/2007
   65.6           100.00               3/16/2007            1,370,000         2/24/2007
   65.7           56.10                 2/7/2007              900,000         11/1/2007
   65.8           100.00               3/16/2007              800,000         2/10/2007
    66            63.70               12/31/2006           17,050,000           Various
   66.1           78.23               12/31/2006            8,350,000          3/2/2007        12
   66.2           45.69               12/31/2006            4,400,000          3/1/2007
   66.3           61.40               12/31/2006            4,300,000         2/27/2007
    67            100.00               2/15/2007           15,500,000          4/9/2007                       Yes
    68            89.52                3/21/2007           14,800,000         2/27/2007
    69            100.00                1/1/2007           14,600,000          8/2/2007        19             Yes
    70            98.10                 3/1/2007           15,750,000         3/26/2007
    71            100.00               3/27/2007           13,950,000        10/10/2006
    72            100.00                1/9/2007           16,300,000         3/31/2007
    73            91.19                1/16/2007           15,420,000         1/23/2007
    74            98.80                 4/1/2007           13,850,000         1/11/2007
    75            100.00               2/12/2007           14,700,000          2/1/2007                       Yes
    76            100.00               2/12/2007           15,150,000         1/17/2007        17             Yes
    77            88.84                3/21/2007           13,200,000         2/27/2007
    78            100.00               3/23/2007           12,900,000         3/21/2007                       Yes
    79            78.80                3/29/2007           13,070,000         3/17/2007
   79.1           77.20                3/29/2007            7,120,000         3/17/2007
   79.2           80.60                3/29/2007            5,950,000         3/17/2007
    80            68.63               12/31/2006           13,500,000          3/1/2007
    81            93.10                4/26/2007           13,000,000          3/7/2007        19
    82            94.97                 3/6/2007           13,850,000        12/19/2006
    83            84.80                12/7/2006           12,000,000          9/8/2006                       N/A
    84            100.00               3/31/2007           11,900,000         3/21/2007
    85            100.00               1/31/2007           12,000,000          1/4/2007
    86            100.00               4/12/2007           12,100,000         3/29/2007
    87            95.20                 4/1/2007           17,900,000         4/22/2007        18
    88            92.02                1/18/2007           13,700,000         10/3/2006
    89            100.00                3/5/2007           11,500,000         3/16/2007        12             Yes
    90            92.29                1/10/2007           11,625,000         2/15/2007
    91            92.40                 4/1/2007           13,000,000         2/16/2007        10
    92            93.00                4/16/2007           13,400,000         3/26/2007
    93            76.25                2/28/2007           13,100,000          4/1/2009
    94            100.00                3/1/2007           12,460,000          4/1/2007                       Yes
    95            61.30               11/30/2006           14,900,000         12/1/2006
    96            100.00               4/18/2007           12,200,000         2/15/2007        16
    97            99.00                2/28/2007           12,300,000         12/6/2006
    98            100.00                2/7/2007           16,600,000         1/29/2007        13             Yes
    99            95.08                 4/2/2007           13,200,000         3/14/2007        16
    100           100.00                4/2/2007           10,500,000          2/1/2007                       Yes
    101           94.10                12/7/2006           10,900,000        10/23/2006
    102           75.80                2/28/2007           15,600,000         2/22/2007         9
    103           100.00               3/14/2007           10,250,000         2/27/2007        10
    104           92.16                  Various           10,735,000           Various
   104.1          96.60                3/26/2007            3,925,000         3/29/2007
   104.2          82.40                3/26/2007            2,600,000         3/29/2007
   104.3          100.00               4/10/2007            1,800,000         3/29/2007
   104.4          100.00               4/10/2007            1,350,000         3/28/2007
   104.5          100.00               4/10/2007            1,060,000         3/28/2007
    105           93.80                3/26/2007           10,750,000         2/15/2007
    106           100.00               4/17/2007           10,780,000         6/19/2007        11             Yes
    107           97.91                3/30/2007            9,900,000         10/8/2006
    108           100.00               2/28/2007           10,750,000          1/3/2007        14
    109           89.20                 4/1/2007           12,480,000         1/17/2007
    110           100.00               1/19/2007            9,670,000          2/8/2007        12             Yes
    111           100.00               1/31/2007            9,860,000          3/5/2007        16
    112           93.80                1/29/2007           10,250,000          2/6/2007        11
    113           67.90                2/28/2007           10,350,000         2/23/2007
    114           100.00               2/28/2007            9,800,000        12/13/2006
    115           100.00                4/1/2007            9,400,000          3/6/2007
    116           100.00              12/28/2006           11,100,000         2/19/2007         8
    117           100.00                5/1/2007            9,400,000          3/2/2007
    118           100.00               3/14/2007           10,750,000         1/19/2007                       Yes
    119           86.41                 1/1/2007           10,750,000         10/1/2007        10
    120           100.00               3/30/2007           11,370,000         1/22/2007                       Yes
    121           97.16                 3/1/2007            9,300,000          2/7/2007
    122           100.00               4/24/2007           10,700,000          3/9/2007        12
    123           100.00               4/18/2007           10,500,000         3/12/2007        18
    124           93.70                4/30/2007           11,890,000         2/12/2007        10
    125           100.00              12/31/2006            9,420,000          4/2/2007        19
    126           98.60                2/28/2007           11,425,000         1/15/2007        17
    127           100.00               2/28/2007            9,100,000         2/13/2007        14
    128           91.60                3/15/2007            9,000,000         2/21/2007        17
    129           91.36                 2/1/2007            9,260,000          3/3/2007
    130           95.30                 4/2/2007            9,040,000         11/6/2006
    131           100.00               3/29/2007            9,800,000         3/12/2007        10
    132           77.50                2/28/2007            9,500,000         2/27/2007
    133           76.00               12/31/2006            9,000,000          1/4/2007
    134           100.00                5/9/2007            9,200,000         4/16/2007
    135           100.00               3/31/2007            8,500,000         3/22/2007        14
    136           100.00               4/12/2007            8,500,000         3/29/2007        16
    137           100.00                2/7/2007            9,175,000          1/3/2007
    138           100.00                 Various           10,600,000           Various      Various
   138.1          100.00              12/31/2006            5,600,000         2/26/2007        18
   138.2          100.00               2/26/2007            5,000,000         2/23/2007        19
    139           100.00               3/12/2007            9,900,000         9/21/2006        15             Yes
    140           96.43                 3/5/2007            8,650,000         2/16/2007
    141           94.98                4/24/2007            8,715,000         3/20/2007
    142           96.90                4/19/2007            8,100,000          5/1/2007
    143           96.00                4/16/2007            8,500,000         3/26/2007
    144           100.00              12/14/2004            7,920,000         3/14/2007                       Yes
    145           95.50                3/11/2007           10,250,000         3/15/2007
    146           100.00               4/27/2007           12,400,000          3/1/2007
    147           82.00                3/31/2007            9,500,000        10/19/2006
    148           100.00                2/8/2007            9,360,000         2/21/2007        22
    149           88.13                 4/1/2007            8,100,000          9/1/2007
    150           95.70                 2/1/2007            8,000,000          1/6/2007        17
    151           89.10                2/15/2007            7,500,000         2/19/2007        14
    152           100.00               4/16/2007            8,110,000           Various                       Yes
   152.1          100.00               4/16/2007            4,400,000          3/1/2007                       Yes
   152.2          100.00               4/16/2007            2,160,000          3/7/2007                       Yes
   152.3          100.00               4/16/2007            1,550,000          3/7/2007                       Yes
    153           97.90                 5/1/2007            8,280,000          2/8/2007
    154           90.30                5/31/2007           10,100,000          3/9/2007
    155           99.00                 5/1/2007           10,300,000          3/7/2007
    156           100.00                4/1/2007            7,200,000         2/28/2007
    157           100.00               3/13/2007            7,800,000         9/17/2007                       Yes
    158           100.00               3/12/2007            8,850,000         1/31/2007
    159           100.00                2/1/2007            7,050,000         1/18/2007
                  100.00                 Various            7,060,000           Various
    160           100.00               3/12/2007            3,660,000         3/21/2007
    161           100.00                3/2/2007            3,400,000         1/16/2008
    162           100.00               4/18/2007            8,200,000         2/15/2007         9             Yes
    163           100.00               4/19/2007            8,000,000         2/15/2007         6
    164           100.00                5/7/2007            7,075,000         3/23/2007
    165           65.80               12/31/2006            8,000,000        11/22/2006
    166           100.00                4/1/2007            7,720,000          2/6/2007        17
    167           97.18                 3/1/2007            7,500,000         1/19/2007
    168           100.00                5/1/2007            9,200,000         4/22/2008
    169           100.00                2/1/2007            8,300,000          2/1/2007        12
    170           93.50               12/31/2006            6,600,000          1/5/2007        10
    171           94.60                2/16/2007            6,850,000         2/13/2007
    172           100.00               3/20/2007            6,600,000         2/13/2007
    173           100.00                3/1/2007            7,430,000         3/13/2007
    174          Various                 Various            6,860,000           Various
   174.1          85.50                7/11/2006            2,900,000         7/18/2006
   174.2          83.70                 7/9/2006            1,400,000         7/18/2006
   174.3          97.92                 7/9/2006            1,360,000         7/25/2006
   174.4          84.80                 7/9/2006            1,200,000         7/18/2006
    175           95.45                 2/1/2007            7,200,000          2/1/2007
    176           100.00               1/29/2007            7,100,000         1/31/2007
    177           100.00                3/2/2007            7,000,000         2/27/2007        16
    178           77.50                1/31/2007            6,800,000         3/20/2007
    179           100.00               4/17/2007            6,600,000         1/23/2007
    180           100.00                3/1/2007            8,050,000         2/21/2007
    181           92.59                12/6/2006            7,700,000         2/22/2007
    182           100.00                1/1/2007           68,200,000         1/30/2007
    183           84.30               12/31/2006            7,050,000         1/17/2007
    184           95.00                3/27/2007            6,120,000         1/23/2007
    185           100.00               4/10/2007            6,750,000          4/1/2007                       Yes
    186           100.00                3/7/2007            8,900,000         2/20/2007                       Yes
    187           100.00                3/7/2007            6,000,000          2/8/2007
    188           85.70                 2/9/2007            6,300,000         5/13/2007        14
    189           30.00                4/16/2007            6,200,000          1/5/2007
    190           100.00                3/1/2007            6,000,000         2/28/2007
    191           100.00               3/31/2007            6,425,000          3/4/2007
    192           100.00               4/11/2007            6,900,000          3/5/2007
    193           100.00                5/1/2007            6,200,000         1/22/2007
    194           100.00               4/19/2007            5,900,000         12/5/2006                       N/A
    195           95.63                3/27/2007            5,800,000         3/14/2007
    196           100.00                4/4/2007            5,945,000           Various                       Yes
   196.1          100.00                4/4/2007            2,500,000          4/1/2007                       Yes
   196.2          100.00                4/4/2007            1,920,000          3/1/2007                       Yes
   196.3          100.00                4/4/2007            1,525,000          2/6/2007                       Yes
    197           100.00               3/20/2007            5,700,000         2/15/2007
    198           82.40               11/27/2006            7,500,000          5/1/2007
    199           100.00               3/16/2007            7,000,000         2/26/2007                       Yes
    200           100.00               5/15/2007            5,900,000         2/22/2007
    201           73.47               11/30/2006            8,600,000         1/25/2007        11
    202           93.80                 4/1/2007            5,450,000          3/9/2007
    203           100.00               2/22/2007            5,450,000         2/13/2007
    204           100.00               2/28/2007            5,700,000         2/22/2007        15
    205           100.00                3/7/2007            8,160,000         3/19/2007        19
    206           100.00               3/13/2007            6,000,000         2/14/2007
    207           100.00                3/1/2007            5,320,000         2/24/2007
    208           94.00                 5/1/2007            5,200,000         4/15/2007
    209           93.80                3/15/2007            5,290,000         3/21/2007
    210           100.00               3/19/2007            5,800,000          3/6/2007
    211           100.00                4/9/2007            5,130,000          4/1/2007                       Yes
    212           100.00               3/16/2007            5,700,000         2/13/2007
    213           100.00               4/11/2007            6,330,000         3/22/2007                       Yes
    214           80.00                 2/8/2007            6,775,000          6/1/2007
    215           100.00               1/28/2007            6,250,000          3/8/2007        10             Yes
    216           65.20                2/28/2007            5,500,000         3/23/2007
    217           100.00               3/13/2007            5,450,000         3/13/2007                       Yes
    218           94.50               12/31/2006            6,200,000          1/1/2007
    219           95.00               12/31/2006            5,200,000         1/12/2007
    220           93.50                 2/1/2007            8,800,000         1/18/2007
    221           100.00                5/8/2007            5,100,000         3/17/2007
    222           92.58                3/21/2007            4,830,000          5/1/2008
    223           100.00               4/23/2007            4,775,000         2/15/2007
    224           100.00               4/10/2007            4,750,000         8/15/2007
    225           97.15                1/31/2007            5,700,000         12/1/2006        16
    226           84.50               12/31/2006            7,375,000         1/17/2007
    227           95.81                 3/1/2007            4,590,000         2/12/2007
    228           100.00                1/1/2007            4,515,000          2/6/2007
    229           71.20                1/18/2007            6,130,000         1/28/2007        12
    230           100.00                3/1/2007            4,500,000         12/1/2006        10             Yes
    231           100.00               5/31/2007            4,700,000         3/30/2007
    232           90.65               10/31/2006            6,900,000          1/2/2007
    233           100.00               3/20/2007            5,670,000        12/11/2006
    234           92.78               12/31/2006            8,600,000         1/31/2007        13
    235           94.10                3/28/2007            4,710,000         2/20/2007        15
    236           91.99                 7/1/2006            6,600,000         2/15/2007
    237           82.00               12/31/2006            7,050,000         1/17/2007
    238           96.70                2/15/2007            4,960,000         2/16/2007        19
    239           95.70                2/26/2007            4,700,000         1/27/2007
    240           95.82                 2/1/2007            5,200,000         1/11/2007
    241           92.84                1/31/2007            4,420,000          2/7/2007
    242           98.00                 2/1/2007            5,400,000          2/2/2007
    243           100.00               2/19/2007            4,340,000         3/10/2007                       Yes
    244           94.10                 2/8/2007            5,300,000         2/14/2007        17
    245           99.32               12/31/2006            4,800,000         3/13/2007
   245.1          98.96               12/31/2006            3,200,000         3/13/2007
   245.2          100.00              12/31/2006            1,600,000         3/13/2007
    246           77.90                 2/1/2007            6,100,000        10/14/2007        12
    247           96.43                 4/9/2007            5,700,000         2/23/2007        14
    248           100.00                3/6/2007            4,320,000         3/16/2007
    249           100.00               2/28/2007            6,100,000         3/14/2007        14
    250           100.00                6/1/2007            4,000,000         3/18/2007                       Yes
    251           100.00                2/1/2007            4,400,000          2/2/2007
    252           100.00                1/1/2007            4,730,000          3/5/2007        13
    253           100.00                 Various            3,870,000          1/8/2007
   253.1          100.00              12/31/2006            2,040,000          1/8/2007
   253.2          100.00                6/1/2007            1,830,000          1/8/2007
    254           94.40                3/31/2007            5,000,000          3/6/2007
    255           73.80               12/31/2006            5,600,000         1/22/2007
    256           100.00                4/5/2007            4,000,000         2/23/2007         6
    257           100.00                7/1/2007            5,000,000         2/15/2007                       Yes
    258           100.00               3/17/2007            3,900,000         1/24/2007
    259           93.30                2/17/2007            4,080,000         2/10/2007
    260           92.06                3/27/2007            3,700,000          1/4/2007
    261           92.59                2/20/2007            4,930,000         2/14/2007
    262           100.00               4/30/2007            4,150,000          1/9/2007        15
    263           96.84                 2/7/2007            3,400,000         10/6/2006
    264           100.00               11/1/2006            3,700,000         2/12/2007
    265           100.00               2/27/2007            5,110,000        12/29/2006        15
    266           100.00                5/1/2007            4,400,000          3/3/2007        10             Yes
    267           72.10               12/31/2006            5,900,000         1/22/2007
    268           74.10                1/31/2007            3,825,000         2/16/2007
    269           92.30                 3/1/2007            3,450,000         3/13/2007
    270           88.40               12/31/2006            4,200,000         9/12/2006
    271           66.00               12/31/2006            3,400,000          2/9/2007
    272           100.00                3/8/2007            3,300,000         10/6/2006
    273           86.70                 3/7/2007            3,200,000          1/8/2007
    274           96.82                1/29/2007            3,100,000         2/12/2007
    275           100.00                3/9/2007            3,200,000         3/27/2007
    276           98.89                3/31/2007            3,030,000         1/21/2007
    277           100.00               1/19/2007            4,060,000         2/10/2007        17
    278           100.00               4/12/2007            3,525,000          3/6/2007
    279           78.40               10/31/2006            3,100,000         1/12/2007
    280           76.90               12/31/2006            4,300,000         1/22/2007
    281           100.00                2/1/2007            3,400,000         1/28/2007
    282           100.00               2/15/2007            3,150,000          3/2/2007        10
    283           100.00                     NAP            3,575,000        10/21/2006                       Yes
    284           87.11                3/31/2007            2,970,000         6/27/2007
    285           93.30                2/28/2007            2,825,000          3/9/2007
    286           78.40                 2/2/2007            3,150,000          3/2/2007
    287           94.80                 2/1/2007            3,400,000          2/1/2007
    288           100.00               2/26/2007            2,950,000         3/22/2007                       Yes
    289           100.00                2/2/2007            2,800,000         2/15/2007
    290           80.10                 3/1/2007            3,360,000         3/20/2007
    291           80.00                1/15/2007            3,520,000         11/8/2006
    292           92.70                2/22/2007            3,000,000         2/20/2007
    293           100.00               1/24/2007            3,450,000         1/29/2007        11
    294           100.00               3/15/2007            2,950,000         2/21/2007        16
    295           100.00                4/6/2007            2,900,000          2/1/2007                       Yes
    296           100.00               2/27/2007            3,000,000          3/6/2007                       Yes
    297           94.03               11/17/2006            4,000,000        11/20/2006
    298           100.00               4/25/2007            3,020,000          4/9/2007        17
    299           100.00               4/13/2007            2,500,000         3/23/2007
    300           86.33               12/31/2006            6,160,000         3/13/2007
    301           100.00               2/13/2007            2,500,000          2/3/2007                       Yes
    302           91.60               10/16/2006            2,710,000         1/25/2007
    303           100.00                2/5/2007            2,330,000         2/12/2007
    304           100.00                3/9/2007            2,900,000         2/28/2007                       Yes
    305           100.00               1/31/2007            2,970,000         3/23/2007
    306           80.40               12/31/2006            4,750,000         1/17/2007
    307           100.00               2/22/2007            2,680,000          3/7/2007
    308           100.00                3/1/2007            2,500,000         1/24/2007
    309           96.90                3/23/2007            3,800,000          4/1/2007
    310           100.00                3/1/2007            2,630,000          3/6/2007
    311           100.00               3/14/2007            2,230,000         2/24/2007
    312           100.00              12/16/2006            1,910,000          2/6/2007
    313           100.00               1/15/2007            2,000,000         2/27/2007
    314           100.00               3/28/2007            1,800,000          2/9/2007                       Yes
    315           100.00               2/15/2007            1,660,000          2/5/2007
    316           100.00                4/3/2007            1,930,000         3/20/2007
    317           94.44                 2/8/2007            1,900,000         2/26/2007
    318           100.00               3/28/2007            1,600,000          2/9/2007                       Yes
    319           100.00               3/28/2007            1,500,000          2/9/2007                       Yes
    320           82.00                12/9/2006            1,840,000         2/15/2007        12
    321           100.00               3/28/2007            1,500,000          2/9/2007                       Yes
    322           100.00                3/8/2007            1,450,000          2/6/2007                       Yes
    323           100.00               1/29/2007            1,880,000         1/30/2007                       Yes
    324           100.00               4/24/2007            1,200,000         3/23/2007
    325           100.00               1/29/2007            2,050,000          2/5/2007
    326           100.00               6/19/2006            1,380,000         6/19/2006



                                      LARGEST TENANT
                                                                                                       LEASE
  LOAN #   TENANT NAME                                                              UNIT SIZE        EXPIRATION
--------------------------------------------------------------------------------------------------------------------

    1      Triad Financial Corporation                                                    62,885          2/29/2008
    2      Ralphs Grocery Co                                                              52,223         11/30/2023
    3      Color Kinetics                                                                 56,885          8/31/2007
    4
    5      Mervyn's                                                                      336,000          2/28/2027
    6
    7      Food For Less                                                                  60,560         12/31/2018
    8      Belk's (Ground Lease)                                                         114,614           3/1/2022
    9      Daimler Chrysler Corporation                                                  493,000          8/31/2016
    10
    11
  11.01    Pharr Convenience Store, Inc. and Amanullah Devji and Badruddin S. Kheraj       3,000          2/18/2013
  11.02    Nadia 786, Inc. d/b/a Ran's Chevron                                             3,000           4/1/2019
  11.03    Nazimuddin Noorani and Habibullah Rayani                                        3,000          6/12/2019
  11.04    Padma Enterprises, Inc. DBA EZ Food Mart                                        3,120           2/1/2025
  11.05    Kaman USA, Inc. d/b/a HOP IN# 7 and Altaf Bhamani and Akbar Bhamani.            3,000           7/1/2020
  11.06    Bhamusa, Inc. d/b/a Hop In#2 and Altaf Bhamani And Akbar Bhamani                3,000           7/1/2020
  11.07    Mohammad Anis Khan                                                              3,000           7/1/2010
  11.08    Haroon anwar dba Shell Food Mart                                                3,100           4/1/2010
  11.09    Sylvan Chevron, Inc. and Nazimuddin Noorani                                     2,400          9/15/2020
  11.10    Ambrose Joseph and Marykutty Joseph, d/b/a Mobil Food Mart                      3,000          11/7/2008
  11.11    Amiruddin Jooma \ Raheel Enterprises, Inc.                                      3,000           7/1/2017
  11.12    Arsh Food & Gas, Inc.                                                           3,000           8/1/2010
  11.13    Camp Creek Food Mart, Inc. and Nazimuddin Noorani                               1,920          5/20/2013
  11.14    N & Z, Inc.,Zubair J.Ali Shamsi and Nazimuddin Noorani                          2,889          10/2/2018
  11.15    Khimani Enterprises, Inc                                                        3,000           5/3/2017
  11.16    A&F Group, LLC                                                                  3,120          2/13/2019
  11.17    Nizar Enterprises, Inc.                                                         3,100           8/5/2017
  11.18    G.L.D. Enterprises, Inc.                                                        3,000           7/1/2020
  11.19    Javaid Yasin                                                                    3,000           5/1/2019
  11.20    Hellgeth Enterprises, Inc                                                       5,020                MTM
  11.21    DLK Oil Company                                                                 3,100          5/24/2017
  11.22    Neeraj Dutta and Poonam Dutta , d/b/a Exxon Foodmart.                           3,000         10/16/2017
  11.23    Wesley Food N & R, Inc.                                                         2,500           1/8/2018
  11.24    University Exxon, Inc. and Nazimuddin Noorani                                     990          2/15/2020
  11.25    ZNN, Inc., and Nazimuddin Noorani.                                              2,380         10/13/2018
  11.26    R & V Business, Inc., Karim Roy and Ahmad Virani                                3,050          9/12/2010
  11.27    Mohammed Munaf                                                                  1,100          9/26/2017
  11.28    Salima Pirani and Nadir Noormohammed Pirani d/b/a Killian Hill Exxon            4,000           7/6/2019
  11.29    Evershine Business, Inc and Altaf Bhamani and Akbar Bhamani                     3,386          8/30/2017
  11.30    Kaishaly, LLC and Altaf Bhamani and Akabar Bhamani                              2,660          8/30/2017
  11.31    Nazimuddin Noorani and Main Street Hop-In, Inc                                  3,353          7/26/2019
  11.32    Bharat Bhakta                                                                   3,100          5/17/2017
  11.33    HR Associates, Inc.                                                             3,100         12/31/2016
  11.34    Ankita Business, Inc. and Ankita Patel                                          3,000          12/1/2020
  11.35    Noor Jan d/b/a Mobil Food Mart                                                  4,000          1/22/2018
  11.36    MLW Enterprises, Inc.                                                             880           7/1/2009
  11.37    Mashallah Ameer, Inc.                                                           1,104          9/26/2017
  11.38    Holmes Convenience Corp. and Nazimuddin Noorani                                   880           5/1/2020
  11.39    FFM, Inc.                                                                       2,640           8/1/2007
  11.40    Evergreen Business, Inc and Mohammed Munaf                                      3,000          10/3/2017
  11.41    Merc, L.L.C., and Amiruddin Hajiani.                                            3,000          9/12/2018
  11.42    The Cupboard, LLC                                                               2,500          4/10/2018
  11.43    The Cupboard, LLC                                                               2,500          4/10/2018
  11.44    The Cupboard, LLC                                                               2,500          4/10/2018
  11.45    The Cupboard, LLC                                                               3,762           3/4/2018
  11.46    Reshami Patel                                                                   1,104          9/26/2017
  11.47    Hassan S. Sheikh, dba Exxon Food Mart                                           1,248           6/1/2008
  11.48    Farida Enterprises, Inc.                                                        4,520          10/1/2016
  11.49    The Cupboard, LLC                                                               2,420           5/1/2018
  11.50    RH Enterprises, Inc                                                             3,345          8/30/2017
  11.51    HR Associates, Inc.                                                             3,000           7/1/2010
  11.52    Buddy Enterprises, Inc., and Badruddin S. Kheraj                                1,908          6/14/2013
  11.53    Americus Reed                                                                   1,104                MTM
  11.54    Peachtree Food Mart R And N, Inc., Rafique Andani, and Nazim Noorani            1,920          8/22/2018
  11.55    Workeye Jamille                                                                 1,200          7/16/2013
  11.56    Maz Business, Inc.                                                              3,244         11/15/2009
  11.57    Kelly N. Chancey, individually, and Kelly N. Chancey, Inc.                      2,024           7/1/2007
  11.58    Workeye N.Jamille and Berhanu Teginu                                            1,248                MTM
  11.59    Husein Khimani and Hassan Khimani                                               2,200           4/7/2021
  11.60    Aryan Alim Enterprises, Inc., and Mansoor J. Charaniya and Amin Charaniya       2,617          11/1/2020
  11.61    Tasadduq Riaz and Aanas Safdar                                                  2,567          9/15/2013
  11.62    Vaibhavlaxmi Corporation, Inc.                                                  2,400          1/11/2010
    12     Safeway, Inc.                                                                  38,505         12/31/2009
    13     Charlotte-Mecklenburg Hospital                                                162,158          11/2/2020
    14
   14.1
   14.2
    15     Pershing, LLC                                                                  21,000          6/30/2009

    16
    17
    18
    19
    20
    21     Cirivello's Sports Bar                                                         11,545          5/31/2008
    22     Ellipsys Digital / Ostendo                                                     22,110          8/31/2009
    23
    24
    25     Houston Cellular Telephone Company, LP                                        208,593          6/30/2012
    26     Country Wide                                                                   34,578          6/30/2011
    27     Chandler Chicco Agency, LLC                                                     6,215          3/12/2012
    28     Great-West Life                                                                44,959          2/28/2013
    29
    30
    31
    32
   32.1    Northern Video Systems, Inc                                                    52,000         12/31/2010
   32.2    Asian Dreams Furniture                                                         12,150          5/27/2010
   32.3    Johnson Control                                                               130,000          8/31/2011
   32.4    Kelsey Steel Construction                                                       4,000          8/15/2007
   32.5    International School of Pedorthics                                              3,900                MTM
    33     Cabi Developers                                                                 5,113          1/31/2012
    34     Kohler                                                                         12,763          1/31/2010
    35
   35.1    General Electric (Master Lease)                                                32,167           3/8/2017
   35.2    DHL Express (USA) Inc.                                                         64,460          7/31/2010
   35.3    MetroPCS Georgia, Inc.                                                         30,156          6/30/2011
    36     American Home Furnishings                                                     144,500          7/31/2018
    37     Panera Bread Co.                                                                4,560          1/30/2017
    38     Dollar Tree                                                                    13,000          2/28/2016
    39
   39.1    Baylor Medical Center at Grapevine                                             18,796          2/28/2016
   39.2    Anthem Blue Cross Blue Shield                                                  51,681          7/31/2009
   39.3    Baylor Medical Center at Garland                                               10,000         12/31/2015
    40     Alexander's Premier Salon & Spa                                                10,074         10/31/2009
    41     99 cent Only Stores, Store #77                                                 30,690          1/31/2009
    42     Adidas Sales, Inc.                                                            563,210         12/31/2013
    43
    44     Cantina Laredo                                                                  6,500          2/29/2016
    45     Big 5 Sporting Goods                                                           10,960          1/31/2011
    46
    47     BEI Technologies, Inc.                                                         46,769         10/31/2010
    48     Dean Witter Reynolds, Inc.                                                     15,444         10/31/2008
    49
    50
    51     Wickes Furniture Company, Inc.                                                 64,247          8/31/2022
    52     BHR Fresh, LLC                                                                 25,000          1/31/2015
    53     PGA Tour Superstore                                                            98,667          5/31/2016
    54
    55     Autobase, Inc.                                                                 36,551         12/31/2012
    56
    57
    58
    59     RBF Corp dba Rainbow Foods                                                     64,673          7/15/2014
    60
    61     Golds Gym                                                                      30,600          7/31/2016
    62     Parsons Infrastructure                                                         14,214          1/31/2009
    63     PFF Bank & Trust (Pad Lease)                                                    4,700          5/31/2027
    64
    65
   65.1    Greater Chesapeake Physicians                                                   4,700          1/31/2009
   65.2    Scitech Services, Inc                                                          11,712          1/31/2010
   65.3
   65.4    Fortunato Brothers Pizza                                                        2,400          5/31/2010
   65.5    Carrol School of Performing Arts                                                6,700           1/1/2013
   65.6    Old Court Animal Hospital                                                       2,500          7/31/2009
   65.7    Miles Appliance Service                                                         3,170          5/31/2008
   65.8    High's of Baltimore                                                             2,000          8/31/2009
    66
   66.1
   66.2
   66.3
    67     Alliance Data Systems, Inc.                                                    76,350          4/30/2019
    68
    69     CardioDX                                                                       32,820          7/31/2014
    70
    71     Best Buy                                                                       63,353          5/31/2013
    72     Office Max, Inc.                                                               28,540          1/31/2011
    73     24 Hour Fitness                                                                15,000          6/30/2016
    74     LaFarge Corporation                                                            47,687          4/14/2012
    75     Vitron Manufacturing                                                          105,400          1/31/2017
    76     County of Los Angeles                                                          66,825          5/31/2012
    77
    78     Silgan Containers                                                             187,850          1/31/2015
    79
   79.1
   79.2
    80
    81     Nima Alizadeh                                                                   2,293         11/14/2010
    82     GCRS, Inc.                                                                     24,000          5/31/2007
    83
    84     Bashas                                                                         42,678         10/31/2022
    85     Goody's Family Clothing, Inc.                                                  30,000         11/30/2009
    86     New York Sports Club                                                           24,288          2/12/2027
    87     Clarita Career College                                                         11,438         11/30/2009
    88     First Surgical Woodlands                                                       14,077          8/31/2012
    89     Intel Corporation                                                              52,958         11/30/2012
    90     What A Find Furniture                                                          19,578          7/31/2011
    91
    92
    93
    94     Demag Industrial                                                              233,915          9/30/2020
    95
    96     NorthBay Healthcare Group and NorthBay Healthcare Corporation                  41,449          3/31/2017
    97
    98     HealthCare Partners, LLC                                                       54,950          3/31/2009
    99     Ralphs Grocery Co.                                                             32,134          6/30/2011
   100     Radission (Ground Lease)                                                      147,435           4/1/2106
   101
   102
   103     Charis Portraiture                                                              5,000          3/31/2011
   104
  104.1
  104.2
  104.3    Flooring Environment                                                            7,743          7/31/2010
  104.4    Morning Star Management                                                         5,100          9/30/2011
  104.5    McGinn Smith                                                                    4,085          3/31/2009
   105     Brookshire Brothers                                                            31,760          4/30/2022
   106     Jeffrey & Jill Essakow                                                         19,900          4/30/2019
   107     P&C Foods                                                                      46,940          7/12/2011
   108     Lanahan & Reilley LLP                                                          18,030         12/31/2018
   109     Louis Shanks of Texas                                                          52,234          2/28/2012
   110     Walgreens                                                                      12,471         11/30/2081
   111     Yang Pyung Seoul Restaurant                                                     2,406          5/31/2009
   112
   113
   114     Veranda Partners                                                               16,800         12/31/2011
   115     Department of Transportation                                                   21,754           5/4/2010
   116     Save Mart                                                                      36,760          4/30/2011
   117     ADT Security Services, Inc.                                                    23,793          6/30/2010
   118     Rite-Hite Holding Corporation                                                  50,566          3/31/2022
   119     Rite Aid                                                                       20,118          8/31/2026
   120     H.J. Heinz Company, L.P.                                                       72,786          5/31/2020
   121
   122     North Ranch Chiropractic                                                        4,726         12/31/2008
   123     Lightel Technologies                                                           11,356          8/31/2007
   124     WFB/Bebe M.Broussard                                                            6,784          11/3/2008
   125
   126     24 Hour Fitness                                                                21,954         11/30/2015
   127     Staples Office                                                                 24,358          3/31/2012
   128     Long's Drug Stores California                                                  27,462           2/1/2012
   129     Geotrace Technologies, Inc.                                                    47,942         12/31/2010
   130
   131     Manly and McGuire                                                              14,109          2/28/2012
   132
   133
   134     Bar Louie                                                                       6,161          5/31/2017
   135     LJMG, Inc.                                                                     15,077          1/31/2011
   136     Windemere Inland Empire Real Estate                                             4,199          5/31/2010
   137     Coldwell Banker Residential Brokerage                                          12,286         12/31/2011
   138
  138.1    India's Tandoori                                                                2,572                MTM
  138.2    Leon Max, Inc.                                                                  2,400          6/30/2010
   139     Walgreen Co.                                                                   12,610          5/31/2080
   140
   141     National Alliance Title                                                         6,204          3/31/2010
   142     United Woodworkers                                                             11,237          5/31/2011
   143
   144     Walgreens                                                                      14,259          7/21/2080
   145
   146     Weichert Realty                                                                 5,830           4/1/2008
   147
   148     Jenico Shoes                                                                    2,400          3/31/2008
   149     Dollar Tree                                                                     9,400          1/31/2011
   150     HiLife Furniture                                                               30,000          3/31/2012
   151
   152
  152.1    US Dept of Transportation                                                      19,241          5/30/2024
  152.2    Social Security Administration                                                 12,260          9/16/2009
  152.3    Social Security Administration                                                  9,298          7/23/2010
   153
   154
   155
   156     Real Estate Expo (affiliate of borrower)                                        9,407          4/30/2020
   157     Academy Sports                                                                128,208          1/31/2023
   158     Teledyne Water Labs                                                            65,000          7/31/2020
   159     United Artists Theatre (Pad Lease)                                             22,000         12/31/2017
           Larry Haas                                                                     20,650           5/1/2017
   160     Acceleration, LLC                                                               8,374          7/31/2014
   161     Larry Haas                                                                     20,650           5/1/2017
   162     NorthBay Healthcare Group and NorthBay Healthcare Corporation                  29,523          3/31/2017
   163     NorthBay Healthcare Group                                                      27,133          3/31/2017
   164     Fuddruckers                                                                     4,478           2/6/2017
   165
   166     PJAMM                                                                          18,361          5/22/2017
   167
   168     Snap Fitness                                                                    3,120          9/30/2011
   169     Odyssey Group                                                                  53,970          9/30/2012
   170
   171
   172
   173     Family Dollar                                                                   9,777         12/31/2012
   174
  174.1
  174.2
  174.3
  174.4
   175
   176     Covenant Clinics                                                                8,558          6/30/2016
   177     Dr. Sechrist & Schneider                                                        3,855          6/30/2010
   178
   179
   180     Steve & Barry's GLC LLC                                                       109,800         11/30/2013
   181
   182     The Trieste Group, LLC                                                         15,600         12/31/2020
   183
   184
   185     Krauss-Maffei Corp.                                                           112,736          10/9/2020
   186     MKS Instruments, Inc                                                           77,088          5/31/2015
   187     CVCS                                                                           38,174          3/31/2011
   188     ADVENTRX Pharmaceuticals, Inc.                                                 12,038          8/31/2009
   189
   190     Wayzata Bay Management, LLC                                                    72,286         10/31/2011
   191     Hargray Communications Group                                                   17,950          9/15/2012
   192     Whole Foods                                                                    13,000          2/28/2011
   193     Plains Capital Bank                                                             7,582         11/30/2016
   194
   195     Fashion Bug                                                                     8,000          1/31/2010
   196
  196.1    Fresenius Medical Care Laredo                                                   9,780           5/3/2019
  196.2    Fresenius Medical Care of Sunnyside                                            10,500          1/26/2019
  196.3    Fresenius Medical Care of Ripley                                                6,372           2/2/2019
   197     Right Choice Managed Care                                                      60,088          5/31/2011
   198     Mattress Warehouse                                                              6,400          7/31/2010
   199     Time Warner Telecom of Colorado, LLC                                           32,000         10/31/2015
   200     Resource Land Holdings                                                          5,985           3/1/2009
   201
   202
   203     Office Depot                                                                   25,000         11/30/2016
   204     Marie Calender Pies                                                             8,300          1/31/2011
   205
   206     OC Floors                                                                       6,262         12/31/2011
   207     Aspen Dental Group                                                              3,600          3/31/2017
   208     Coast Cardiology Center                                                        19,482           6/1/2022
   209
   210
   211     O'Neal Steel                                                                  202,400          4/30/2022
   212     Flagship Wharf Condominium                                                      5,850          5/30/2093
   213     The Great Atlantic & Pacific Tea Company, Inc.                                129,247         10/31/2019
   214     Bio-Medical Applications of Florida                                            11,293          3/31/2009
   215     Kinetics Systems, Inc                                                          63,361          9/30/2013
   216
   217     Guthrie Medical Clinic                                                         35,000          9/30/2010
   218
   219     Edina Realty                                                                   11,895          1/31/2013
   220     Children's Hospital Association                                                12,088         12/31/2009
   221     Super China Buffet                                                              6,498          4/30/2015
   222     True Value Hardware                                                            16,106           5/1/2015
   223     William R. Jester Master Lease                                                  7,488          2/28/2019
   224     William R. Jester                                                               5,250          3/31/2019
   225     Miramar VW Audi                                                                 7,210          8/31/2007
   226
   227     U.S. Tae Kwan Do                                                                4,868          3/31/2012
   228     Ortholink, Inc.                                                                 9,593         12/31/2009
   229
   230     Beck, Hayre and Skibiel, PLLC                                                  14,105          2/18/2022
   231     Dixie Pools                                                                     3,300          11/1/2008
   232     3 Brother Swimming Supply                                                       5,678         10/31/2015
   233     Transnation Title Insurance                                                     5,971          1/15/2011
   234     Desert Medical Group, Inc.                                                      4,618         11/30/2010
   235
   236     County of Henrico, Virginia                                                    27,295          2/28/2011
   237
   238
   239
   240     Van's Golf Shop                                                                 8,903          1/31/2012
   241     JVMT, Inc. dba Rio Grande                                                       3,532          8/31/2015
   242
   243     Citibank                                                                        6,110          7/15/2017
   244
   245
  245.1
  245.2
   246     Elite Body                                                                      3,600          7/11/2010
   247     NoteWorld, LLC                                                                 18,827         12/31/2012
   248
   249     Nationwide Expo                                                                  8,550         4/30/2017
   250     CVS                                                                            11,880          1/31/2019
   251     The Uptown Tavern                                                               3,900          7/31/2010
   252     Lomita Health                                                                   6,728         12/31/2015
   253
  253.1
  253.2    Curves                                                                          2,400          9/15/2008
   254
   255
   256     Regents of CA                                                                   6,200           1/9/2014
   257     The Trane Company                                                              63,710          5/31/2015
   258     European Home Interiors                                                         4,323          7/31/2012
   259
   260
   261
   262
   263     Dollar General                                                                  7,650         12/18/2011
   264     Mattress Direct                                                                 2,700          12/2/2010
   265
   266     Rite-Aid                                                                       16,836           2/1/2019
   267
   268
   269     Wesley HVAC                                                                     5,510          9/30/2009
   270
   271
   272     Planet Fitness                                                                  8,762         12/31/2012
   273
   274
   275     Mr. Lu's Chinese Restaurant                                                     7,502          3/26/2017
   276
   277     Studio 1 (Dance Studio)                                                         2,319         12/31/2008
   278     AutoZone                                                                        7,705          9/30/2014
   279
   280
   281     BBQ                                                                             4,151         12/31/2011
   282     Popular Cash Express                                                            1,728         10/30/2012
   283     Rite Aid (Ground Lease)                                                        72,745         10/31/2026
   284     Mattress Plus                                                                   2,850         10/31/2011
   285
   286     HCA Medical                                                                     4,050          1/29/2016
   287
   288     CVS, Inc.                                                                      10,125          1/31/2021
   289     Qcorp Ventures, Inc.                                                            3,000          1/31/2009
   290     Albert Einstein Medical Center                                                  6,552          7/31/2008
   291
   292     Manderfeld Agency                                                               4,614          8/31/2011
   293
   294     Famima Corporation                                                              3,135         11/30/2011
   295     Dexxon Digital Storage                                                         59,125          8/31/2012
   296     CVS Pharmacy, Inc.                                                             10,125          1/31/2020
   297     PCM Staffing Solutions, Inc.                                                    4,645          8/31/2010
   298
   299     Dry Clean Xpress                                                                3,000           5/2/2011
   300
   301     Rite Aid                                                                       14,564          3/10/2026
   302     Winston's Doggy                                                                 3,000                MTM
   303     Darque Tan                                                                      3,600         10/31/2011
   304     United States Treasury                                                         14,616          11/3/2019
   305     Huntington Learning Center                                                      2,406          6/30/2011
   306
   307     Aaron Rents                                                                     8,040         12/19/2010
   308
   309
   310     Washington Mutual Bank                                                          4,400           1/7/2016
   311     DaVita-West, LLC                                                                6,952           6/1/2014
   312     Verizon Wireless                                                                3,750         12/31/2010
   313     5th Quarter Sports Grill                                                        2,500         10/31/2011
   314     PFF Bank and Trust                                                              4,464          7/29/2026
   315
   316     Electronic Design Corporation                                                  14,060          3/31/2010
   317
   318     McDonald's                                                                      3,600          5/11/2027
   319     Panda Express                                                                   3,600          1/31/2027
   320
   321     El Pollo Loco                                                                   3,112          7/14/2026
   322     General Services Administration                                                 7,388         10/16/2020
   323     Blazin Wings, Inc.                                                              5,102          2/28/2019
   324     Natures Delight                                                                 5,000          5/31/2010
   325     Chipotle Mexican Grill                                                          2,200         12/15/2016
   326


                                       2ND LARGEST TENANT
                                                                                                               LEASE
  LOAN #   TENANT NAME                                                                     UNIT SIZE         EXPIRATION
---------------------------------------------------------------------------------------------------------------------------

    1      24 Hour Fitness                                                                         36,000        3/31/2022
    2      Edwards Theatres (Ground Lease)                                                         33,475       12/31/2023
    3      Reed Elsevier                                                                           32,555       11/30/2009
    4
    5
    6
    7      State of Nevada                                                                         38,151       11/30/2013
    8      Linens N Things                                                                         32,575         3/2/2012
    9
    10
    11
  11.01
  11.02    Chi Coin Laundry, LLC                                                                    1,750         1/1/2014
  11.03    Subway Real Estate Corp.                                                                 1,250         1/1/2008
  11.04    B & C Professional Cleaners, Inc.                                                        1,500         8/1/2007
  11.05    Jayanta C. DEB d/b/a Wings & Grill                                                       1,500         2/1/2008
  11.06    Xiang Kui Wang                                                                           1,250         8/1/2009
  11.07    Gerardo C. Cordora and Justa A. Jorge d/b/a Good Cents Cleaners                          2,000        12/1/2009
  11.08    24/7 Coin Laundry, LLC                                                                   1,750         6/1/2013
  11.09    Pedro Martinez                                                                           1,200        10/1/2010
  11.10    Akbar A. Momin dba Modern Care                                                           2,000         1/1/2009
  11.11    Subway Real Estate Corp.                                                                 2,500         2/1/2008
  11.12    Young Ae Kim                                                                             2,000         6/1/2014
  11.13
  11.14    Eric L. Dius &  Samuel Guest, dba Lenox Auto Service                                     1,800         9/1/2010
  11.15    C&M More, LLC                                                                            1,250              MTM
  11.16    Patricia S.Hardesty and Marie Clark, d/b/a ABB (All Bodies Beautiful) Fitness Center     2,000         9/1/2007
  11.17    Pizza Hut of America, Inc.                                                               2,500         3/5/2009
  11.18    Harris & Harris, Inc. d/b/a Davido's $3.75 Pizza.                                        2,000         7/1/2007
  11.19    Meg's Pizza Pies, Inc. dba Domino's Pizza                                                2,500        12/1/2015
  11.20
  11.21    Maya Hair salon, Inc.                                                                    2,000         7/1/2008
  11.22    Debbie Thomas                                                                            1,360        6/30/2009
  11.23
  11.24
  11.25    James Travis Felton.                                                                     1,030         3/1/2009
  11.26    24/7 Coin Laundry, LLC                                                                   2,340         2/1/2016
  11.27
  11.28    Jin Sing Nam d/b/a J.S.N. Fashion Cleaners                                               2,000         2/1/2013
  11.29
  11.30
  11.31
  11.32    Siraz Jooma / D & S Management , Inc.                                                    2,000         6/1/2007
  11.33
  11.34    Jesus Ticse, dba The Family Cleaners, Inc.                                               1,500        10/1/2008
  11.35
  11.36
  11.37
  11.38
  11.39
  11.40
  11.41
  11.42
  11.43
  11.44
  11.45
  11.46
  11.47
  11.48
  11.49
  11.50
  11.51
  11.52
  11.53
  11.54
  11.55
  11.56
  11.57
  11.58
  11.59
  11.60
  11.61
  11.62
    12     Longs Drug Store                                                                        18,500       10/31/2009
    13     OrthoCarolina, P.A.                                                                     28,613         4/6/2016
    14
   14.1
   14.2
    15     Eigen Arts, Inc.                                                                         8,962        4/30/2014

    16
    17
    18
    19
    20
    21     Fit Stop                                                                                 3,638        8/31/2009
    22     Treatment Associates                                                                     7,061        5/31/2011
    23
    24
    25
    26     WL Homes, LLC.                                                                          17,467        6/30/2008
    27     Hythiam, Inc.                                                                            5,380        8/14/2010
    28     MCImetro Access Transmission                                                            15,713        4/30/2010
    29
    30
    31
    32
   32.1    Thunder Valley Casino                                                                   10,000        6/14/2009
   32.2    Tile Outlet                                                                              4,050        5/31/2011
   32.3
   32.4    Graco Supply Co                                                                          4,000        8/15/2008
   32.5    Ron Lupes/Dent Perfection                                                                3,800              MTM
    33     Vegas Tomatoes, Inc.                                                                     3,680       12/31/2015
    34     Vegasworm, Inc.                                                                          7,200        1/31/2010
    35
   35.1    Strategic Capital Mortgage                                                              15,345        8/14/2017
   35.2    Universal Granite & Marble                                                              42,350        1/31/2012
   35.3    Immucor, Inc.                                                                           29,793        6/30/2016
    36     Dos Gringos                                                                              9,271        3/31/2017
    37     Massage Envy                                                                             3,439         2/6/2012
    38     World of Shoes                                                                          11,800        9/30/2015
    39
   39.1    Health Texas Provider Network                                                            8,645        1/31/2016
   39.2    Miami Valley Hospital                                                                    6,631        6/30/2007
   39.3    Matrix Rehabilitation, Inc                                                               3,158        6/30/2012
    40     Active Ride Shop                                                                         8,100        7/31/2012
    41     Hometown Buffet                                                                          8,819         6/5/2016
    42
    43
    44     Silver Fox                                                                               6,437        2/11/2017
    45     Classic Closet                                                                           8,068        8/31/2010
    46
    47     Bio Medical Applications                                                                 9,215       12/14/2014
    48     Merrill Lynch                                                                           12,548        2/25/2010
    49
    50
    51     Floor and Decor Outlets of America, Inc.                                                55,567        6/30/2017
    52     Jack Arra's Salon and Spa, Inc.                                                          5,600        4/14/2011
    53     Dave & Busters                                                                          57,596        3/31/2019
    54
    55     Professional Data Management                                                            19,195        4/30/2013
    56
    57
    58
    59     Sids Discount Liquor                                                                     7,164        7/16/2012
    60
    61     Beall's Outlet (Expansion)                                                              14,700        4/30/2013
    62     Post Acute Medical                                                                      11,514       12/31/2008
    63     Rubio's Fresh Mexican Grill                                                              2,700        8/31/2017
    64
    65
   65.1    Legends Cafe                                                                             4,100        9/30/2012
   65.2    Network Management, Inc.                                                                 2,944        7/31/2009
   65.3
   65.4    Fountain Green Dentist                                                                   1,600        5/31/2009
   65.5    Banking Automation                                                                       2,575        5/31/2009
   65.6    Lewis Investment                                                                         2,500       12/31/2009
   65.7    Sal's Pizza                                                                              1,000        3/31/2009
   65.8    Vinzinni's Pizza                                                                         1,000        7/31/2007
    66
   66.1
   66.2
   66.3
    67
    68
    69
    70
    71     Staples                                                                                 20,388       12/31/2015
    72     Big 5 Sporting Goods                                                                     9,945        1/31/2012
    73     Horizon Animal Hospital                                                                  9,900        6/15/2016
    74     GST Auto Leather                                                                        16,378        2/28/2010
    75
    76
    77
    78
    79
   79.1
   79.2
    80
    81     United Tax Relief, LLC                                                                   1,986       12/31/2008
    82     Office Facilities Group                                                                 24,000       10/31/2008
    83
    84     AAA of Arizona                                                                           4,060        2/28/2009
    85     Old Navy                                                                                25,060        2/28/2010
    86     CVS                                                                                     13,717         5/1/2027
    87     Rock Productions                                                                         9,780        1/14/2011
    88     Woodlands Spine                                                                          6,785        9/30/2008
    89
    90     Fashion Bug                                                                             10,000       12/31/2010
    91
    92
    93
    94
    95
    96     Forensic Medical Group                                                                     888        8/31/2007
    97
    98
    99     Rite Aid                                                                                18,040        5/31/2010
   100
   101
   102
   103     Sports Medicine                                                                          2,731       10/31/2008
   104
  104.1
  104.2
  104.3    SHE Electric                                                                             5,332       12/31/2008
  104.4    River of Hope Church                                                                     5,100        8/31/2011
  104.5    Theraplay PLLC                                                                           2,744        8/31/2008
   105     Southern Pines                                                                           6,680        8/31/2014
   106
   107     Eckerd                                                                                  14,830        1/31/2012
   108     Coldwell Banker                                                                         14,854        3/31/2009
   109     Barney's Billiards                                                                      12,121        5/31/2008
   110
   111     Cafe Seoul Nandaran                                                                      2,406        4/30/2013
   112
   113
   114     BlueGreen Vacations                                                                     12,050        5/30/2011
   115     Unisys                                                                                  20,505        9/30/2008
   116     Country Waffles                                                                          5,500        2/28/2013
   117     Souper Salad, Inc.                                                                      13,596        8/31/2013
   118
   119     Starbucks                                                                                1,760        2/28/2017
   120
   121
   122     ID Investigations & Adjustors                                                            2,192        8/31/2009
   123     Q13 dba Q12 Corp                                                                         9,880        1/31/2011
   124     Fedcom Inc                                                                               5,840         9/1/2009
   125
   126     Pangaea Outpost                                                                         11,344       10/31/2009
   127     Factory 2U                                                                              15,263        12/1/2009
   128     Blockbuster Video                                                                        6,000        3/14/2010
   129     Patrick R. Cox & Associates, CPA, PC                                                     4,283        9/30/2007
   130
   131     DPR Construction                                                                        12,720       11/30/2012
   132
   133
   134     TCF National Bank                                                                        4,148        2/28/2012
   135     Pleasant Hawaiian Travel Services                                                       14,378       12/31/2008
   136     Mexican Restaurant                                                                       2,858        8/31/2011
   137     DuCharme, McMillin & Associates, Inc.                                                    7,866        2/28/2008
   138
  138.1    Nak Bum Sung                                                                             1,360       11/30/2008
  138.2    Ritual Adornments                                                                        2,000        4/30/2009
   139
   140
   141     RMI Investment Services                                                                  5,479        3/31/2012
   142     Green Valley Cabinets                                                                   10,670       12/31/2009
   143
   144
   145
   146     Long Ridge Dermatology                                                                   2,900         1/1/2017
   147
   148     Physical Fashions                                                                        1,700              MTM
   149     Muscle Ventures                                                                          8,043        1/31/2012
   150     Furniture Zone                                                                           4,579        3/25/2008
   151
   152
  152.1
  152.2
  152.3
   153
   154
   155
   156     Fresenius/ Bio Medical Applications                                                      6,750        3/31/2017
   157
   158     Advantage Wireless                                                                      12,800        2/29/2012
   159     Manayunk Diner Associates, Inc.                                                          7,800        5/31/2023
           Stanley Steemer                                                                          8,648        5/31/2017
   160     Major Saver                                                                              6,171       11/14/2011
   161     Stanley Steemer                                                                          8,648        5/31/2017
   162
   163     North Valley Dental                                                                      1,674        5/31/2008
   164     Original Mattress Factory                                                                3,289        8/16/2012
   165
   166     First Community Bank                                                                     8,306        5/22/2017
   167
   168     Starbucks Coffee                                                                         2,150        9/30/2016
   169     Capital Lumber Company                                                                  50,000        7/31/2011
   170
   171
   172
   173     Blockbuster Video                                                                        6,500       12/31/2009
   174
  174.1
  174.2
  174.3
  174.4
   175
   176     DSI Renal Care                                                                           8,421       11/30/2014
   177     Unilab Corp./Quest                                                                       1,501              MTM
   178
   179
   180     Best Buy                                                                                46,892        7/31/2009
   181
   182     RFR Holdong, LLC                                                                         7,800        3/31/2018
   183
   184
   185
   186
   187     Brown Edwards                                                                            6,963       10/31/2009
   188     Joseph Pei & Jesse Leeb                                                                  5,458       12/31/2009
   189
   190     Maple Crest Landscaping, LLC                                                            29,903        1/31/2012
   191     Melhado Flynn & Associates                                                               3,986       11/30/2007
   192     MultiMedia Solutions                                                                     4,620        2/28/2011
   193     Huffines Communities                                                                     6,459        1/31/2017
   194
   195     Dollar Tree                                                                              4,200        9/30/2009
   196
  196.1
  196.2
  196.3
   197     Grand Vista                                                                             10,385        4/30/2012
   198     Diamond Billiards                                                                        6,036        5/31/2011
   199
   200     Wealth Wonks Capital                                                                     5,672         4/1/2016
   201
   202
   203     Traditional Gifts and Hobbies                                                            1,800        9/30/2010
   204     Alliance Occupational Medical                                                            4,466        6/31/2016
   205
   206     Nest Home Furnishing                                                                     4,126       12/31/2011
   207     PNC Bank                                                                                 3,400        3/31/2017
   208     Master Lease                                                                             6,640         6/1/2022
   209
   210
   211
   212     Schools For Children                                                                     5,289        10/8/2009
   213
   214     Family Dollar Stores                                                                    10,920        6/30/2017
   215
   216
   217
   218
   219     Northwest Associates                                                                     5,359       10/31/2011
   220     Da Vita, Inc.                                                                            8,486        8/31/2011
   221     Master Lease                                                                             3,124        5/31/2010
   222     Tryon Gym                                                                                4,260       12/31/2009
   223     Let's Eat Out, Inc.                                                                      5,800       10/31/2016
   224     Indigo Joes                                                                              4,703        7/16/2016
   225     The Weld Shop                                                                            2,640       10/15/2009
   226
   227     Ho Ho Restaurant                                                                         2,806        1/17/2010
   228     John B. Robertson, MD                                                                    3,902        5/31/2008
   229
   230
   231     ERA Realty                                                                               2,400        3/15/2008
   232     Sleepy                                                                                   4,850       11/30/2008
   233     Windermere Real Estate                                                                   5,739         1/8/2011
   234     United Cerebral Palsy Inland Emp                                                         4,524        4/30/2007
   235
   236     ADT Security Services, Inc.                                                             13,719        4/30/2007
   237
   238
   239
   240     Bench Warmers                                                                            4,300        7/31/2010
   241     Don's Liquors                                                                            3,000        5/31/2010
   242
   243
   244
   245
  245.1
  245.2
   246     MVP Physical Therapy                                                                     3,600        3/31/2012
   247     Goodstein Law Group                                                                      4,734        8/31/2007
   248
   249     Open MRI/Insight Health Corp.                                                            4,000        6/14/2008
   250
   251     Dino                                                                                     3,325       10/31/2017
   252     Filwell Rest.                                                                            3,344        1/15/2015
   253
  253.1
  253.2    Catchin Rayz II                                                                          1,200        9/30/2007
   254
   255
   256     Rio Santos                                                                                 800        2/15/2010
   257
   258     Kobe                                                                                     3,338        3/31/2016
   259
   260
   261
   262
   263     Aspire of WNY                                                                            4,309        9/30/2009
   264     T-Mobile                                                                                 1,993        1/26/2012
   265
   266
   267
   268
   269     Sacred Heart Hospital                                                                    4,800        7/31/2007
   270
   271
   272     Family Dollar                                                                            7,594       12/31/2007
   273
   274
   275     Nail Salon                                                                               1,169       12/31/2011
   276
   277     Video Depot                                                                              2,160        2/28/2009
   278     Panera Bread                                                                             5,000        2/28/2014
   279
   280
   281     My Paradise                                                                              2,521       12/14/2010
   282     Game Stop                                                                                1,500        1/31/2009
   283
   284     Radio Shack                                                                              2,400       12/31/2011
   285
   286     Karate Studio                                                                            3,025        1/31/2012
   287
   288
   289     AP Express, Inc.                                                                         3,000        2/28/2009
   290     Harold F. Farber, M.D.                                                                   2,755        8/31/2014
   291
   292     Conners Chiropractic                                                                     3,887        1/31/2011
   293
   294     Aida's University Book Exchange, Inc.                                                    3,135        3/15/2019
   295
   296
   297     The Arthritis Foundation                                                                 4,300       12/31/2012
   298
   299     YouthTopia Medspa                                                                        2,550        9/15/2011
   300
   301
   302     Cherry Creek Mortgage                                                                    2,400        7/31/2009
   303     Summit Dental                                                                            3,111       12/31/2010
   304
   305     Simply Burgers                                                                           1,931        5/30/2013
   306
   307     Bayou City Wings                                                                         7,012       10/31/2016
   308
   309
   310     Vogue Cleaners                                                                           1,620         4/1/2011
   311     Tiburon, Inc.                                                                            4,000        5/17/2010
   312     Radio Shack Corporation                                                                  2,400        1/31/2011
   313     Med Pro Pharmacy                                                                         1,891       10/31/2011
   314
   315
   316     Blue Star Shows                                                                          9,743        3/31/2019
   317
   318
   319
   320
   321
   322
   323
   324     Gayles Hair Salon                                                                        1,500        1/31/2008
   325     Starbucks                                                                                1,800       12/14/2016
   326


                                       3RD LARGEST TENANT
                                                                                                               LEASE
  LOAN #   TENANT NAME                                                                     UNIT SIZE         EXPIRATION
---------------------------------------------------------------------------------------------------------------------------

    1      Platt College, Anaheim, Inc.                                                            35,272       10/27/2013
    2      Barnes & Noble                                                                          29,141        1/31/2009
    3      Organic                                                                                 20,480         2/8/2011
    4
    5
    6
    7      Hollywood Video                                                                         14,669        3/31/2011
    8      Barnes and Noble                                                                        23,000        1/31/2013
    9
    10
    11
  11.01
  11.02    Beth Dorsey d/b/a Corporate Cuts Barber Shop                                             1,000         6/1/2007
  11.03
  11.04
  11.05    Simindokht Abdollahi                                                                     1,500         3/8/2011
  11.06
  11.07    Kwame Atakora and Grace Owusu                                                            1,250         4/1/2007
  11.08    Teneshia Phelps, dba Granny's Soulfood                                                   1,250         6/1/2011
  11.09
  11.10    24/7 Coin Laundry, LLC                                                                   1,250        12/1/2014
  11.11
  11.12    Samuel Glickman and Ronald Cannon                                                        1,250              MTM
  11.13
  11.14
  11.15    Kevin Cape and Michelle Cape d/b/a Dry Cleaners                                          1,000         7/1/2007
  11.16    Charisse J. Hunter, d/b/a C.J. Hunter Insurance Agency, Inc.                             1,500         9/1/2008
  11.17    Dong Jun Lim & Jin H. Lim, d/b/a Maxclean                                                2,000         6/1/2008
  11.18    Bhamusa, Inc. d/b/a HOP IN#1 and Altaf Bhamani and Akbar Bhamani                         1,500        10/1/2012
  11.19
  11.20
  11.21    Sunrwa Enterprise, L.L.C.                                                                1,250         6/1/2013
  11.22
  11.23
  11.24
  11.25
  11.26
  11.27
  11.28
  11.29
  11.30
  11.31
  11.32
  11.33
  11.34
  11.35
  11.36
  11.37
  11.38
  11.39
  11.40
  11.41
  11.42
  11.43
  11.44
  11.45
  11.46
  11.47
  11.48
  11.49
  11.50
  11.51
  11.52
  11.53
  11.54
  11.55
  11.56
  11.57
  11.58
  11.59
  11.60
  11.61
  11.62
    12     Kauai Childrens Discovery Museum                                                         6,822              MTM
    13     Starbucks Company - Kiosk                                                                  553        1/31/2017
    14
   14.1
   14.2
    15     Loeb Partners Corp.                                                                      5,300        7/31/2008

    16
    17
    18
    19
    20
    21     California Tan                                                                           2,687        5/31/2007
    22     Adecco Employment Services                                                               6,340        1/31/2011
    23
    24
    25
    26     Kaiser Foundation Health                                                                 9,462        3/31/2011
    27     Active Fitness                                                                           5,263        7/31/2010
    28     Orange Glo International                                                                 6,671        7/31/2008
    29
    30
    31
    32
   32.1    Solar Development                                                                       10,000        6/14/2009
   32.2    Kitchen Mart                                                                             2,025        3/12/2010
   32.3
   32.4    Redeemed Christian Church                                                                2,760              MTM
   32.5    Kim Bryan/BA Electrical Supply                                                           3,500         6/1/2007
    33     L.A. Boxing                                                                              3,630        2/28/2016
    34     Linc Services, LLC                                                                       7,200        1/31/2011
    35
   35.1    Equitable Life Insurance                                                                13,019        5/31/2013
   35.2
   35.3
    36     Tempe Paint & Decorator Center                                                           6,056        8/31/2011
    37     Back Solutions                                                                           3,052        12/7/2012
    38     Great Wall                                                                               6,000       11/30/2012
    39
   39.1    Larry Tadlock, DDS, MS, PC                                                               3,393        6/30/2012
   39.2    Schumann & Sprowl                                                                        6,236        9/30/2012
   39.3    Rachel J. Thieberg, DDS, MS PA and Rodney P. Lewis, DDS, MS, PA                          1,948        3/31/2014
    40     Carl's Jr                                                                                4,008        7/28/2010
    41     CSK Auto Inc #1516                                                                       5,639        3/31/2010
    42
    43
    44     Farpointe Cellars                                                                        5,284       12/31/2016
    45     Memorial Prompt Care                                                                     4,200        8/31/2009
    46
    47     Bay Area Surgical Specialists                                                            7,400        9/30/2017
    48     Washington Mutual                                                                        6,564              MTM
    49
    50
    51
    52     Orthopedic Assoc. of Lake County                                                         5,175        7/31/2012
    53
    54
    55     Core Business Technology                                                                14,070       10/31/2012
    56
    57
    58
    59     Tuesday Morning, Inc.                                                                    6,283        1/15/2008
    60
    61     Crafts and Stuff                                                                        13,010       11/11/2007
    62     James Cotter                                                                            10,800        2/28/2019
    63     Desert Song                                                                              2,580        6/30/2011
    64
    65
   65.1    Cambridge Mortgage                                                                       3,101        7/31/2008
   65.2
   65.3
   65.4    US Taekwon Do Academy                                                                    1,600        8/31/2009
   65.5    Demario Design                                                                           2,068        4/30/2009
   65.6    The Wedding Gallery                                                                      1,400        5/31/2009
   65.7    M & S Photo                                                                                300        3/31/2009
   65.8    Candid Cuts                                                                              1,000       10/31/2007
    66
   66.1
   66.2
   66.3
    67
    68
    69
    70
    71     Dollar Tree                                                                             15,000        9/30/2016
    72     Goldylocks Restaurant                                                                    8,474       11/30/2013
    73     Zipps Sports Grill                                                                       5,400        6/15/2016
    74     Global Crossing                                                                         12,597        3/31/2008
    75
    76
    77
    78
    79
   79.1
   79.2
    80
    81     All American Financial Group                                                             1,985        9/30/2009
    82     Installation Resources.                                                                 14,400        5/31/2009
    83
    84     RE/Max Realty                                                                            2,800        1/31/2008
    85     PA Acquisition Co                                                                        9,600         2/5/2010
    86     Washington Mutual                                                                        3,562       11/30/2016
    87     Firestone                                                                                5,410       10/31/2008
    88     Tomaszek Neurological                                                                    6,039        1/31/2014
    89
    90     H & R Block                                                                              8,009        4/30/2008
    91
    92
    93
    94
    95
    96
    97
    98
    99     Auto Zone Property Management                                                            4,800        8/31/2009
   100
   101
   102
   103     Ortega Market                                                                            2,625        6/30/2016
   104
  104.1
  104.2
  104.3    Salon Gallery                                                                            1,500        9/30/2008
  104.4
  104.5    Distributed Application Technologies                                                     2,271         8/7/2009
   105     United States Postal Service                                                             6,008       11/30/2011
   106
   107     Dollar Tree                                                                              8,100        5/31/2011
   108
   109     Total Renal Care                                                                         9,241        2/28/2013
   110
   111     Spiga                                                                                    1,640        3/31/2008
   112
   113
   114     People First Lending                                                                     4,450       12/31/2011
   115     Lasers                                                                                   7,487        6/30/2009
   116     Blockbuster Video                                                                        3,940        9/30/2009
   117     Advantage Sales and Marketing, LLC                                                      11,329       10/31/2009
   118
   119     Taco Del Mar                                                                             1,350       10/31/2016
   120
   121
   122     Christian Assoc. Int'l                                                                   2,139        4/30/2010
   123     Dish Network Services, LLC                                                               8,951        4/30/2010
   124     Footlocker                                                                               5,250        4/30/2011
   125
   126     HotelLocators                                                                            2,909        9/30/2007
   127     Susie's Deal                                                                             6,000        4/13/2008
   128     Robert & Christine Coatsworth                                                            4,000        5/31/2008
   129     Taplin Enginering, Inc.                                                                  4,268        4/30/2008
   130
   131     Nicholos Construction Co.                                                                1,329        9/15/2012
   132
   133
   134     Salsarita                                                                                2,726       12/31/2016
   135     Western Cancer Center                                                                    7,668        9/30/2010
   136     Chicago BBQ Ribs                                                                         2,303        5/31/2011
   137     National Semiconductor Corporation                                                       6,147        9/30/2009
   138
  138.1    Albert Woon Tomo Restaurant L.L.C.                                                       1,106        5/31/2011
  138.2    Little Moon Accessories                                                                  1,400        4/30/2009
   139
   140
   141     Good Shepherd Healthcare                                                                 5,413        1/31/2012
   142     Luxury Granite Countertops                                                              10,028        9/30/2009
   143
   144
   145
   146     Martial Arts                                                                             2,000         8/1/2010
   147
   148     Krazy Jeans                                                                              1,600        4/30/2008
   149     CiCi's Pizza                                                                             4,500        9/30/2017
   150     The Casual Male                                                                          3,037       12/31/2009
   151
   152
  152.1
  152.2
  152.3
   153
   154
   155
   156     Double Daves Pizza                                                                       3,598         4/4/2011
   157
   158     ISEC, Inc.                                                                              12,750        4/30/2017
   159     PLCB Wine & Spirits                                                                      3,590       10/31/2008
           Acceleration, LLC                                                                        8,374        7/31/2014
   160     Atcheson Landscape                                                                       4,975         4/1/2019
   161
   162
   163     Donna Scolaro                                                                            1,310        6/30/2008
   164     Wells Fargo                                                                              3,008       12/20/2009
   165
   166     Remote Sensing Systems                                                                   4,714        8/31/2007
   167
   168     Fashion Nails & Spa                                                                      2,060       12/31/2011
   169     Oregon Freeze Dry                                                                       28,800              MTM
   170
   171
   172
   173     Advance America                                                                          1,480        6/30/2008
   174
  174.1
  174.2
  174.3
  174.4
   175
   176     Lorenzo's Express                                                                        3,855        1/31/2015
   177     Tuan Ly, Tieu Loc & Guy Trinbl                                                           1,465       12/31/2011
   178
   179
   180     Gander Mountain                                                                         33,032        1/31/2011
   181
   182     AJK Squared Properties                                                                   7,800        3/31/2018
   183
   184
   185
   186
   187     UBS                                                                                      6,430       10/31/2010
   188     Neopost Inc., A CA Corporation                                                           2,904       11/30/2008
   189
   190     Gary Reiersen                                                                           25,853       10/31/2010
   191     First South Bank Corp.                                                                   3,461        5/31/2009
   192     Design Group                                                                             4,032       11/30/2010
   193
   194
   195     Los Cuates                                                                               2,800        6/30/2010
   196
  196.1
  196.2
  196.3
   197     Teters & Assoc.                                                                          5,040       12/31/2009
   198     Jin's Cleaners                                                                           2,800        6/30/2009
   199
   200     Comcast                                                                                  4,712         3/1/2009
   201
   202
   203     Big G LLC                                                                                1,800        3/10/2012
   204     Happy Gym Inc                                                                            4,263        2/29/2012
   205
   206     Five Guys Burgers                                                                        3,101       12/31/2011
   207     Five Guys Burgers and Fries                                                              1,989        5/31/2017
   208     Encore Properties                                                                        6,065         6/1/2022
   209
   210
   211
   212     Boston Financial Corporation                                                             5,227        3/31/2009
   213
   214     Beulah Christian Assembly Hall                                                           4,000        9/30/2007
   215
   216
   217
   218
   219     Integrity Medical                                                                        4,928        4/30/2011
   220     New Community Christian Church                                                           5,189              MTM
   221     Buckeye Check Cashing                                                                    2,701        4/30/2012
   222     DAK Renewable Energy                                                                     3,774        4/30/2012
   223     CATO                                                                                     3,960        1/31/2013
   224     Brown Derby                                                                              3,600       11/12/2016
   225     NKB Mortorcycles                                                                         2,325       12/31/2007
   226
   227     Perfect Teeth                                                                            2,510        7/31/2008
   228     Welchel, May & Embrey, PLLC                                                              2,527        7/31/2009
   229
   230
   231     Footwork's                                                                               2,000         3/1/2009
   232     Little Gym                                                                               4,430        3/31/2018
   233     Wells Fargo Bank, Corp                                                                   4,476       12/31/2011
   234     Yes I Can, DME, Inc.                                                                     4,145       11/30/2012
   235
   236     Virginia Geotechnical Services, P.C.                                                    13,270       10/31/2007
   237
   238
   239
   240     Health West Therapy                                                                      3,225        7/31/2011
   241     Trung Van Pham, Bien Hao                                                                 1,800        5/31/2010
   242
   243
   244
   245
  245.1
  245.2
   246     Kaiko Martial Arts Center, LLC                                                           2,400        6/12/2012
   247     Guarantee Mortgage                                                                       3,686       12/31/2009
   248
   249     KSB Management                                                                           2,400        5/31/2016
   250
   251     The Tax Center                                                                             912        5/31/2010
   252     Laundry                                                                                  2,364        6/14/2010
   253
  253.1
  253.2    American General                                                                         1,200        1/31/2008
   254
   255
   256
   257
   258     Security Bank                                                                            3,000        8/31/2015
   259
   260
   261
   262
   263     Holler-Grapes Agency                                                                     3,120       11/30/2010
   264     RipTide Spas & Billiards                                                                 1,600       12/31/2010
   265
   266
   267
   268
   269     Heartland Hospice Care                                                                   4,500       12/31/2007
   270
   271
   272     Benderson                                                                                5,192       12/31/2011
   273
   274
   275
   276
   277     La Cocina                                                                                2,160       12/31/2011
   278     Scrapbooks Plus                                                                          4,450        9/30/2009
   279
   280
   281     Fast Frames                                                                              1,475       12/31/2009
   282     Papa John Pizza                                                                          1,225        2/28/2015
   283
   284     Moe's Southwest Grill                                                                    2,202       11/30/2011
   285
   286     State Farm                                                                               1,789        2/28/2011
   287
   288
   289     White Wolf                                                                               2,547        1/31/2009
   290     Harry Randel, D.M.D.                                                                     1,720       12/31/2009
   291
   292     Superior Medical                                                                         3,511        7/31/2010
   293
   294
   295
   296
   297     Edward, Levy, Eisenberg & Rubin                                                          3,100        9/30/2007
   298
   299     Mama's Pizza                                                                             1,575         5/2/2013
   300
   301
   302     Snuggle Bugs                                                                             1,872              MTM
   303     First Cash Advance                                                                       1,600        1/31/2011
   304
   305     Serenity Nail Spa                                                                        1,847       11/30/2010
   306
   307     Cingular                                                                                 1,400        8/31/2011
   308
   309
   310
   311
   312     Subway Real Estate Corporation                                                           1,350        3/31/2012
   313     Paradise Dental                                                                          1,560        1/31/2012
   314
   315
   316     University of St. Thomas                                                                 6,034        6/30/2011
   317
   318
   319
   320
   321
   322
   323
   324     Beijing Restaurant                                                                       1,500        4/30/2011
   325
   326

                             FOOTNOTES TO ANNEX A

1     CRF - Countrywide Commercial Real Estate Finance, Inc., MLML - Merrill
      Lynch Mortgage Lending, Inc., PNC - PNC Bank, National Association, AMCC -
      Artesia Mortgage Capital Corporation.

2     With respect to mortgage loan numbers 12, 16, 17, 21, 27, 29, 38, 44, 46,
      52, 73, 78, 83, 119, 189, 262, and 291 the UW NCF ($) and UW DSCR (x) for
      the mortgage loans were calculated using "as stabilized" Cash Flows. "In
      Place" NCF is $1,945,734, $1,247,390, $483,753, $1,525,617, $1,233,018,
      $906,110, $1,028,294, $1,097,011, NAP, $961,565, $909,974, $868,066,
      $519,786, $583,975, ?$177,441, $180,499, and $131,650 respectively. The
      "In Place" UW DSCR (x) is 1.03x, 0.89x, 0.92x, 1.12x, 1.14x, 0.79x, 1.16x,
      1.09x, NAP, 1.01x, 1.12x, 1.21x, 0.80x, 1.13x, NAP, 0.99x, 0.86x
      respectively.

3     With respect to mortgage loans that are presented as cross-collateralized
      and cross-defaulted, Cut-Off Date LTV (%), Maturity LTV (%), UW DSCR (x)
      and Cut-Off Date Balance per Unit ($) were calculated in the aggregate.

4     With respect to mortgage loans with partial interest only periods, Annual
      P&I Debt Service ($), Monthly P&I Debt Service ($) and UW DSCR (x) are
      shown after the expiration of the Initial Interest Only Period.

5     With respect to mortgage loan numbers 12, 21, 24, 27, 28, 29, 38, 41, 44,
      47, 51, 56, 63, 65.7, 69, 93, 119, 149, 157, 161, 221, 222, 224, 246, 277,
      and 284 the Cut-Off Date LTV (%) was calculated using the full loan amount
      and the "as stabilized" Appraised Value ($). Using the full loan amount
      and the "as is" value, the Cut-Off Date LTV (%) is 83.1%, 80.0%, 76.3%,
      87.5%, 80.0%, 71.5%, 78.3%, 82.4%, 86.2%, 79.2%, 87.0%, 76.4%, 80.4%,
      70.6%, 81.8%, 88.2%, 71.2%, 74.7%, 82.5%, 136.0%, 102.6%, 96.3%, 81.7%,
      55.6%, 60.3%, and 77.1%.

6     With respect to mortgage loans which are Interest-Only for the entire
      term, the UW DSCR (x) is calculated using the interest-only annual
      payment.

7     With respect to mortgage loan numbers 8, 14, 23, and198 the UW DSCR (x),
      the Cut-Off Date LTV (%) and the Maturity LTV (%) are calculated after
      taking into account certain holdback amounts, letters of credit or reserve
      amounts. The "as-is" UW DSCR (x) is 1.04x, 0.89x, 0.99x, 1.07x, the
      "as-is" Cut-Off Date LTV (%) is 85.2%, 72.2%, 69.6% and 60.0% and the
      "as-is" Maturity LTV (%) is 85.2%, 64.8%, 62.4% and 54.1%. With respect to
      mortgage numbers 24, 47, and 222 only the UW DSCR (x) is calculated after
      taking into account certain holdbacks, letters of credit or reserve
      amounts. The "as-is" UW DSCR (x) is 1.13x, 1.27x, and 1.03x.

8     With respect to mortgage loans secured by multiple properties, each
      mortgage loan's Original Balance ($), Cut-Off Date Balance ($) and
      Maturity/ARD Balance ($) are allocated to the respective properties based
      on an allocation determined by Appraised Value ($) or as shown in the
      related loan documents.

9     The Net Mortgage Rate (%) is equal to the related Interest Rate (%) less
      the related Admin. Fee (%).

10    The Admin. Fee (%) includes the primary servicing fee, master servicing
      fee, sub-servicing fee and trustee fees applicable to each mortgage loan.

11    With respect to mortgage loan number 166, the Monthly P & I is $30,851.98
      through May 8, 2012, and increases to $32,515.33 from June 8, 2012 for the
      remaining term of the loan.

12    With respect to mortgage loan number 190, the whole loan consists of an
      A-Note and a B-Note combination, both of which are part of the trust
      balance. The Original Balance, Cut-off Balance and Maturity Balance shown
      are for the whole loan combination. The Interest Rate and Amortization
      Term are a weighted average of the A-Note and B-Note values. The monthly P
      & I is a sum of the A-Note and B-Note. The A-Note requires a fixed monthly
      payment of principal and interest equal to $26,820.35 while the B-Note
      requires a fixed monthly payment of principal and interest equal to
      $3,281.65.


13    With respect to mortgage loan number 191, there are a total of 12 months
      of interest only starting on 10/11/2011. Please see amortization schedule
      attached as Exhibit A-3 for further detail.

14    With respect to mortgage loan number 59, the lender may, in its sole
      discretion, adjust the monthly principal and interest payments to interest
      only payments during such time as the Borrower is required to make certain
      sweep deposits to a particular tenant reserve fund. See "Description of
      the Mortgage Pool--Terms and Conditions of the Mortgage Loans--Amortizing
      Balloon Loans."

15    With respect to mortgage loan number 326, the interest rate presented in
      the annex and tables throughout represent the interest rate for the first
      10 years of the loan term. On the 120th payment, this loan converts from a
      fixed rate loan to a floating rate loan. During the floating rate period,
      the loan documents require that the interest rate be at least as high as
      the related fixed rate specified in this prospectus supplement.

16    With respect to mortgage loan number 45, occupancy includes certain space
      that is master leased to an affiliate of the borrower.

17    With respect to mortgage loan number 31, occupancy includes certain space
      that is 100% leased to a single entity, which entity subleases the
      individual apartment units.

18    With respect to mortgage loan numbers 101 and 239, the Cut-Off Date
      Principal Balances represent a portion of a loan combination comprised of
      the mortgage loans with $400,000 and $200,000 subordinate non-trust loans
      respectively (the "B-Notes"). Including the Hillwood Apartments B-Note,
      the Cut-Off Date LTV Ratio (%) is 79.4%, the LTV Ratio at Maturity (%) is
      72.8%, the Underwritten DSCR on NOI is 1.20 and the Underwritten DSCR on
      NCF is 1.15x. Including the Somerset Meadows B-Note, the Cut-Off Date LTV
      Ratio (%) is 76.6%, the LTV Ratio at Maturity (%) is 71.5%, the
      Underwritten DSCR on NOI is 1.23 and the Underwritten DSCR on NCF is
      1.20x.

19    With respect to mortgage loan number 2, the Borrower will be entitled to
      receive a one-time future advance from Countrywide Commercial Real Estate
      Finance, Inc. in the amount of $16,000,000 (A-Note Pari Passu). Including
      The Commons at Calabasas additional funding, the Cut-Off Date LTV Ratio
      (%) is 92.5%, the LTV Ratio at Maturity (%) is 92.5%.

20    With respect to mortgage loan number 11, the Cut-Off Date Principal
      Balance represents a portion of a loan combination comprised of the
      mortgage loan with a $33,000,000 senior non-trust loan (A-2 Note Pari
      Passu) and a $14,000,000 subordinate non-trust loan (B-Note). The Cut-Off
      Date LTV Ratio (%), the LTV Ratio at Maturity (%), the Underwritten DSCR
      on NCF, Original Balance per Unit ($) and Cut-Off Date Balance per Unit
      ($), were calculated using a portion of the loan combination inclusive of
      a $33,000,000 A-1 Note, a $33,000,000 non-trust A-2 Note (Pari Passu) and
      non-inclusive of a $14,000,000 subordinate non-trust loan (B-Note).
      Including the B-Note, the Cut-Off Date LTV Ratio (%) is 79.5%, the LTV
      Ratio (%) at Maturity is 66.9%, the Underwritten DSCR on NOI is 1.26 and
      the Underwritten DSCR on NCF is 1.24x.

21    With respect to mortgage loan number 189, the UW NCF which was utilized in
      calculating the UW DSCR (x) was based upon a market occupancy level of
      95%, and not the current occupancy level of 30%. With respect to mortgage
      loan number 24, the UW NCF which was utilized in calculating the UW DSCR
      was based upon a market occupancy level of 94% and not the current
      occupancy level of 63%.

22    Mortgage loans 9, 125, 202, and 302 provide for a prepayment premium that
      is equal to the sum of (i) all amounts incurred by Lender in connection
      with the enforcement of its rights under the note, the security
      instrument, the agreement or any of the other loan documents, (ii) any
      amounts incurred by lender to protect the property or the lien or security
      created by the loan documents, or for taxes, assessments or insurance
      premiums as provided in the loan documents, and (iii) the greater of (A)
      1% of the outstanding principal amount of the loan and (B) the positive
      difference, if any, between (x) the present value on the date of such
      prepayment of all future installments which borrower would otherwise be
      required to pay under the note and the agreement during the



      original term hereof through and including the scheduled payment date
      immediately following the lockout period, absent such prepayment,
      including the outstanding principal amount which would otherwise be due
      upon the scheduled maturity date absent such prepayment, with such present
      value being determined by the use of a discount rate equal to the yield to
      maturity (adjusted to a "mortgage equivalent basis"), on the date of such
      prepayment, of the United States Treasury Security having the term to
      maturity closest to what otherwise would have been the remaining term
      hereof through and including the scheduled payment date immediately
      following the lockout period, absent such prepayment and (y) the
      outstanding principal amount on the date of such prepayment.

23    Mortgage loan numbers 20, 46, 61, 71, 74, 83, 102, 107, 113, 133, 137,
      158, 165, 167, 174, 184, 216, 225, 260, 263, 266, 272, 291, 314, 315, 318,
      319, and 321 provide for a prepayment premium that is equal the greater
      of: (i) one percent (1.0%) of the outstanding principal balance of the
      note at the time of prepayment; 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 (including any
      balloon payment) determined by discounting such payments at the Discount
      Rate, less the amount of principal being prepaid. The term "Discount Rate"
      shall mean the rate which, when compounded monthly, is equivalent to the
      Treasury Rate when compounded semi-annually. The term "Treasury Rate"
      shall mean the yield calculated by the linear interpolation of the yields,
      as reported in Federal Reserve Statistical Release for the week ending
      prior to the prepayment date, of U.S. Treasury constant maturities with
      maturity dates most nearly approximating the maturity date.

24    Mortgage Loan numbers 69, 191, 215, 271, 284, and 312 provide for a
      prepayment charge that is equal to the greater of (a) one percent 1% of
      the principal amount prepaid or (b) the amount obtained by subtracting (i)
      the sum of (x) the unpaid principal amount being prepaid, plus (y) the
      amount of interest thereon accrued to the date of such prepayment or
      acceleration, as the case may be, from (ii) the sum of the Current Values
      (defined below) of all amounts of principal and interest on the Note being
      prepaid or accelerated that would otherwise have become due on and after
      the date of such determination if the Note was not being prepaid or
      accelerated.

      The "Current Value" of any amount payable means such amount discounted (on
      a semiannual basis) to its present value on the date of determination at
      the Treasury Yield (defined below) per annum in accordance with the
      following formula: Current Value = Amount Payable / (1+d/2)n where "d" is
      the Treasury Yield per annum expressed as a decimal and "n" is an exponent
      equal to the number of semiannual periods. The "Treasury Yield" shall be
      determined by reference to the most recent Federal Reserve Statistical
      Release H.15(519) which has become publicly available at least two (2)
      business days prior to the date fixed for Prepayment or the acceleration
      date and shall be the most recent weekly average yield on actively traded
      U.S. Treasury securities adjusted to a constant maturity equal to the then
      remaining Weighted Average Life to the Maturity of this Note.

25    Mortgage Loan number 28 provides for a prepayment charge that is equal to
      the greater of (a) one percent 1% of the principal amount prepaid or (b)
      the amount obtained by subtracting (i) the sum of (x) the unpaid principal
      amount being prepaid, plus (y) the amount of interest thereon accrued to
      the date of such prepayment or acceleration, as the case may be, from (ii)
      the sum of the Current Values (defined below) of all amounts of principal
      and interest on the Note being prepaid or accelerated that would otherwise
      have become due on and after the date of such determination if the Note
      was not being prepaid or accelerated.

      The "Current Value" of any amount payable means such amount discounted (on
      a semiannual basis) to its present value on the date of determination at
      the Treasury Yield (defined below) per annum in accordance with the
      following formula: Current Value = Amount Payable / (1+d/2)n where "d" is
      the Treasury Yield per annum expressed as a decimal and "n" is an exponent
      equal to the number of semiannual periods. The "Treasury Yield" shall be
      determined by reference to the most recent Federal Reserve Statistical
      Release H.15(519) which has become publicly available at least two (2)
      business days prior to the date fixed for Prepayment or the acceleration
      date and shall be the most recent weekly average yield on actively traded
      U.S. Treasury securities adjusted to a constant maturity equal to the then
      remaining Weighted Average Life to the Maturity of the Note plus one-half
      percent (.5%).

26    Mortgage loan number 13 allows for prepayment with yield maintenance on or
      after the second anniversary of the securitization of the mortgage loan.
      The loan provides for a prepayment premium that is equal to the greater of
      (a) Minimum Fee and (b) the excess, if any, of (i) the sum of the present
      values of all then-scheduled payments of principal and interest under the
      Note assuming that all outstanding principal and interest on the Loan is
      paid on the Open Date (with each such payment and assumed payment
      discounted to its present value at the date of prepayment at the rate
      which, when compounded monthly, is equivalent to the Prepayment Rate plus
      twenty-five (25) basis points and deducting from the sum of such present
      values any short-term interest paid from the date of prepayment to the
      next succeeding Payment Date in the event such payment is not made on a
      Payment Date), over (ii) the principal amount being prepaid.

      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 25th Payment Date but prior
      to the 78th Payment Date. "Open Date" shall mean (y) the Payment Date that
      is six (6) months prior to the Maturity Date or (z) any other Payment Date
      selected by Borrower following the Payment Date described in the
      immediately preceding clause (y). "Prepayment Rate" shall mean the bond
      equivalent yield (in the secondary market) on the United States Treasury
      Security that as of the Prepayment Rate Determination Date has a remaining
      term to maturity closest to, but not exceeding, the remaining term to the
      Open Date as most recently published in the "Treasury Bonds, Notes and
      Bills" section in The Wall Street Journal as of such Prepayment Rate
      Determination Date. "Prepayment Rate Determination Date" shall mean the
      date which is five (5) Business Days prior to the date that such
      prepayment shall be applied.

27    Mortgage loan number 75 allows prepayment with yield maintenance. The loan
      provides for a prepayment premium that is equal to the greater of (i)
      Minimum Fee and (ii) amount equal to the product obtained by multiplying:
      (A) amount of Principal Indebtedness ("PI") being repaid, by (B)
      difference obtained by subtracting Adjusted Yield Rate ("AYR") from
      Adjusted Interest Rate ("AIR"), by (C) present value factor calculated
      using formula: (1 -- (1 + r/12)^-n)/r where r=AYR and n=remaining term of
      the mortgage loan in months calculated as follows: number of days (and any
      fraction thereof) between date of prepayment or acceleration and maturity
      date, multiplied by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made prior to the 117th Payment Date. "Reference
      Treasury Yield" means the yield rate on the U.S. Treasury with a maturity
      date closest to, but shorter than, the remaining average life of the
      mortgage loan.

28    Mortgage loan number 94 allows for prepayment with yield maintenance on or
      after the 61st payment date. The loan provides for a prepayment premium
      that is equal to the greater of (i) Minimum Fee and (ii) amount equal to
      the product obtained by multiplying: (A) amount of Principal Indebtedness
      ("PI") being repaid, by (B) difference obtained by subtracting Adjusted
      Yield Rate ("AYR") from Adjusted Interest Rate ("AIR"), by (C) present
      value factor calculated using formula: (1 -- (1 + r/12)^-n)/r where r=AYR
      and n=remaining term of the mortgage loan in months calculated as follows:
      number of days (and any fraction thereof) between date of prepayment or
      acceleration and maturity date, multiplied by 12/365.25.



      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 61st Payment Date but prior
      to the 119th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

29    Mortgage loan numbers 100 and 298 allow for prepayment with yield
      maintenance on or after the 37th payment date. The loan provides for a
      prepayment premium that is equal to the greater of (i) Minimum Fee and
      (ii) amount equal to the product obtained by multiplying: (A) amount of
      Principal Indebtedness ("PI") being repaid, by (B) difference obtained by
      subtracting Adjusted Yield Rate ("AYR") from Adjusted Interest Rate
      ("AIR"), by (C) present value factor calculated using formula: (1 -- (1 +
      r/12)^-n)/r where r=AYR and n=remaining term of the mortgage loan in
      months calculated as follows: number of days (and any fraction thereof)
      between date of prepayment or acceleration and maturity date, multiplied
      by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 37th Payment Date but prior
      to the 117th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

30    Mortgage loan numbers 183 and 309 allow for prepayment with yield
      maintenance on or after the 60th payment date. The loan provides for a
      prepayment premium that is equal to the greater of (i) Minimum Fee and
      (ii) amount equal to the product obtained by multiplying: (A) amount of
      Principal Indebtedness ("PI") being repaid, by (B) difference obtained by
      subtracting Adjusted Yield Rate ("AYR") from Adjusted Interest Rate
      ("AIR"), by (C) present value factor calculated using formula: (1 -- (1 +
      r/12)^-n)/r where r=AYR and n=remaining term of the mortgage loan in
      months calculated as follows: number of days (and any fraction thereof)
      between date of prepayment or acceleration and maturity date, multiplied
      by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 60th Payment Date but prior
      to the 177th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

31    Mortgage loan numbers 201, 226, 255 and 280 allow for prepayment with
      yield maintenance on or after the 60th payment date. The loan provides for
      a prepayment premium that is equal to the greater of (i) Minimum Fee and
      (ii) amount equal to the product obtained by multiplying: (A) amount of
      Principal Indebtedness ("PI") being repaid, by (B) difference obtained by
      subtracting Adjusted Yield Rate ("AYR") from Adjusted Interest Rate
      ("AIR"), by (C) present value factor calculated using formula: (1 -- (1 +
      r/12)^-n)/r where r=AYR and n=remaining term of the mortgage loan in
      months calculated as follows: number of days (and any fraction thereof)
      between date of prepayment or acceleration and maturity date, multiplied
      by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 60th Payment Date but prior
      to the 141st Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

32    Mortgage loan numbers 237, 256, 267 and 306 allow for prepayment with
      yield maintenance on or after the 60th payment date. The loan provides for
      a prepayment premium that is equal to the greater of (i) Minimum Fee and
      (ii) amount equal to the product obtained by multiplying: (A)



      amount of Principal Indebtedness ("PI") being repaid, by (B) difference
      obtained by subtracting Adjusted Yield Rate ("AYR") from Adjusted Interest
      Rate ("AIR"), by (C) present value factor calculated using formula: (1 --
      (1 + r/12)^-n)/r where r=AYR and n=remaining term of the mortgage loan in
      months calculated as follows: number of days (and any fraction thereof)
      between date of prepayment or acceleration and maturity date, multiplied
      by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 60th Payment Date but prior
      to the 117th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

33    Mortgage loan number 265 allows for prepayment with yield maintenance on
      or after the 36th payment date. The loan provides for a prepayment premium
      that is equal to the greater of (i) Minimum Fee and (ii) amount equal to
      the product obtained by multiplying: (A) amount of Principal Indebtedness
      ("PI") being repaid, by (B) difference obtained by subtracting Adjusted
      Yield Rate ("AYR") from Adjusted Interest Rate ("AIR"), by (C) present
      value factor calculated using formula: (1 -- (1 + r/12)^-n)/r where r=AYR
      and n=remaining term of the mortgage loan in months calculated as follows:
      number of days (and any fraction thereof) between date of prepayment or
      acceleration and maturity date, multiplied by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 36th Payment Date but prior
      to the 117th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

34    Mortgage loan number 311 allows for prepayment with yield maintenance on
      or after the 61st payment date. The loan provides for a prepayment premium
      that is equal to the greater of (i) Minimum Fee and (ii) amount equal to
      the product obtained by multiplying: (A) amount of Principal Indebtedness
      ("PI") being repaid, by (B) difference obtained by subtracting Adjusted
      Yield Rate ("AYR") from Adjusted Interest Rate ("AIR"), by (C) present
      value factor calculated using formula: (1 -- (1 + r/12)^-n)/r where r=AYR
      and n=remaining term of the mortgage loan in months calculated as follows:
      number of days (and any fraction thereof) between date of prepayment or
      acceleration and maturity date, multiplied by 12/365.25.




      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 61st Payment Date but prior
      to the 117th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

35    Mortgage loan number 30 allows for prepayment with yield maintenance on or
      after the 36th payment date. The loan provides for a prepayment premium
      that is equal to the greater of (i) Minimum Fee and (ii) amount equal to
      the product obtained by multiplying: (A) amount of Principal Indebtedness
      ("PI") being repaid, by (B) difference obtained by subtracting Adjusted
      Yield Rate ("AYR") from Adjusted Interest Rate ("AIR"), by (C) present
      value factor calculated using formula: (1 -- (1 + r/12)^-n)/r where r=AYR
      and n=remaining term of the mortgage loan in months calculated as follows:
      number of days (and any fraction thereof) between date of prepayment or
      acceleration and maturity date, multiplied by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: 1.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 36th Payment Date but prior
      to the 54th Payment Date. "Reference Treasury Yield" means the yield rate
      on the U.S. Treasury with a maturity date closest to, but shorter than,
      the remaining average life of the mortgage loan.

36    Mortgage loan number 316 allows prepayment with yield maintenance on or
      after the 36th payment date. The loan provides for a prepayment premium
      that is equal to the greater of (i) Minimum Fee and (ii) amount equal to
      the product obtained by multiplying: (A) amount of Principal Indebtedness
      ("PI") being repaid, by (B) difference obtained by subtracting Adjusted
      Yield Rate ("AYR") from Adjusted Interest Rate ("AIR"), by (C) present
      value factor calculated using formula: (1 -- (1 + r/12)^-n)/r where r=AYR
      and n=remaining term of the mortgage loan in months calculated as follows:
      number of days (and any fraction thereof) between date of prepayment or
      acceleration and maturity date, multiplied by 12/365.25.

      "AIR" means Interest Rate multiplied by 365.25/360. "AYR" means product of
      formula: (((1+Reference Treasury Yield/2)^(1/6)) -- 1) multiplied by 12.
      "Minimum Fee" means: (a) 3.0% of the amount of the PI being prepaid in the
      event such prepayment is made on or after the 36th Payment Date but prior
      to the 72nd Payment Date, (b) 2.0% of the amount of the PI being prepaid
      in the event such prepayment is made on or after the 72nd Payment Date but
      prior to the 84th Payment Date, or (c) 1.0% of the amount of the PI being
      prepaid in the event such prepayment is made on or after the 84th Payment
      Date but prior to the 117th Payment Date. "Reference Treasury Yield" means
      the yield rate on the U.S. Treasury with a maturity date closest to, but
      shorter than, the remaining average life of the mortgage loan.





                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                    ANNEX A-2

          CERTAIN STATISTICAL INFORMATION REGARDING THE MORTGAGE LOANS


                                      A-2-1





                     [THIS PAGE INTENTIONALLY LEFT BLANK.]





                             ANNEX A-2 (ALL LOANS)

LOAN SELLERS



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
                                          NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
MORTGAGE LOAN SELLER                    MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

CRF                                          147              1,181,764,437            42.4%      5.7844
MLML                                          61                746,788,574            26.8%      5.7922
PNC                                           65                497,240,384            17.9%      5.7700
Artesia                                       53                359,709,282            12.9%      5.7486
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
MORTGAGE LOAN SELLER                        (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

CRF                                           114              1.33           71.9             67.9
MLML                                          104              1.40           70.5             67.1
PNC                                           118              1.30           73.4             65.2
Artesia                                       112              1.31           74.2             68.3
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


PROPERTY TYPES



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF      AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
                                          MORTGAGED       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
PROPERTY TYPE                             PROPERTIES        BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Retail                                       174                844,788,941            30.3%      5.7632
  Anchored                                    28                402,362,686            14.4%      5.6823
  Unanchored                                 121                332,456,755            11.9%      5.8784
  Shadow Anchored                             15                 86,030,653             3.1%      5.6893
  Single Tenant                               10                 23,938,846             0.9%      5.7880
Office                                        73                672,086,232            24.1%      5.7627
Multifamily                                   81                630,228,562            22.6%      5.7612
  Multifamily                                 75                595,513,562            21.4%      5.7623
  Manufactured Housing                         6                 34,715,000             1.2%      5.7427
Hospitality                                   29                219,470,791             7.9%      5.9244
Industrial                                    30                206,223,538             7.4%      5.7597
Mixed Use                                     18                158,765,056             5.7%      5.7584
Self Storage                                  14                 45,539,557             1.6%      6.0805
Land                                           1                  8,400,000             0.3%      5.5400
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      420            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
PROPERTY TYPE                               (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Retail                                        118              1.29           73.9             69.6
  Anchored                                    118              1.26           76.6             74.4
  Unanchored                                  119              1.32           70.7             64.4
  Shadow Anchored                             117              1.33           73.7             69.4
  Single Tenant                               116              1.24           73.0             62.2
Office                                        105              1.43           71.7             67.8
Multifamily                                   113              1.29           71.4             66.2
  Multifamily                                 113              1.29           71.2             65.9
  Manufactured Housing                        122              1.27           74.6             71.5
Hospitality                                   109              1.51           67.1             56.3
Industrial                                    117              1.31           73.8             68.1
Mixed Use                                      99              1.29           72.4             70.0
Self Storage                                  104              1.33           69.2             61.6
Land                                          118              1.40           80.0             80.0
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


PROPERTY STATE/LOCATION



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF      AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
                                          MORTGAGED       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
PROPERTY STATE/LOCATION                   PROPERTIES        BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

California                                    78                812,070,446            29.2%      5.7148
  Southern                                    59                628,824,807            22.6%      5.6956
  Northern                                    19                183,245,639             6.6%      5.7807
Texas                                         40                287,144,377            10.3%      5.8058
Florida                                       20                190,077,051             6.8%      5.7095
Nevada                                        14                180,003,231             6.5%      5.7335
Georgia                                       74                109,834,311             3.9%      6.0764
Arizona                                       11                 93,458,751             3.4%      5.7350
New Jersey                                     5                 87,200,000             3.1%      5.5512
Colorado                                      11                 83,213,652             3.0%      5.7986
New York                                      17                 78,233,715             2.8%      5.8477
Maryland                                      12                 68,127,846             2.4%      5.9229
Massachusetts                                  2                 62,000,000             2.2%      6.1023
Ohio                                           8                 52,859,267             1.9%      5.6430
Michigan                                       8                 49,340,000             1.8%      5.8741
North Carolina                                 3                 47,200,000             1.7%      5.6298
Washington                                     8                 43,342,365             1.6%      5.7581
Oklahoma                                      12                 41,993,331             1.5%      5.6766
Arkansas                                       3                 41,991,766             1.5%      5.7405
Minnesota                                      8                 39,538,985             1.4%      5.8564
Pennsylvania                                  11                 35,876,967             1.3%      6.0694
Missouri                                       7                 33,010,606             1.2%      5.7798
Hawaii                                         1                 32,900,000             1.2%      5.6700
Louisiana                                      9                 31,202,307             1.1%      5.7545
South Carolina                                 4                 27,685,279             1.0%      5.6754
Indiana                                        4                 26,869,440             1.0%      5.8394
Wyoming                                        3                 26,610,654             1.0%      6.4535
Iowa                                           7                 25,137,411             0.9%      5.9357
Tennessee                                      5                 23,351,008             0.8%      5.7845
Mississippi                                    6                 20,385,873             0.7%      5.9516
Virginia                                       5                 18,620,716             0.7%      5.9200
Illinois                                       3                 18,330,000             0.7%      5.7902
Oregon                                         3                 17,588,333             0.6%      5.8322
Kansas                                         1                 14,600,000             0.5%      5.3800
Alabama                                        4                 11,920,918             0.4%      5.9259
Kentucky                                       2                  9,855,724             0.4%      5.8406
Utah                                           2                  7,510,200             0.3%      5.6916
Wisconsin                                      1                  7,500,000             0.3%      5.7600
Connecticut                                    1                  5,996,645             0.2%      5.8750
Idaho                                          2                  5,351,502             0.2%      6.4160
New Mexico                                     1                  5,200,000             0.2%      5.8000
Delaware                                       1                  4,250,000             0.2%      5.8800
South Dakota                                   1                  3,850,000             0.1%      5.8000
District of Columbia                           1                  3,100,000             0.1%      5.7400
West Virginia                                  1                  1,170,000             0.0%      5.8400
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      420            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
PROPERTY STATE/LOCATION                     (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

California                                    107              1.29           73.5             71.0
  Southern                                    106              1.28           73.9             72.1
  Northern                                    111              1.34           72.5             67.1
Texas                                         117              1.32           72.6             65.2
Florida                                       117              1.41           65.7             59.8
Nevada                                        120              1.24           74.2             70.8
Georgia                                       112              1.37           73.0             65.6
Arizona                                       107              1.28           74.3             71.5
New Jersey                                    100              1.32           71.0             70.5
Colorado                                      105              1.40           68.2             61.8
New York                                      120              1.94           65.2             55.0
Maryland                                       78              1.45           70.1             67.2
Massachusetts                                 119              1.30           71.8             71.5
Ohio                                          119              1.35           75.3             68.1
Michigan                                      119              1.28           73.7             66.2
North Carolina                                 94              1.54           71.0             68.5
Washington                                    115              1.20           69.3             64.4
Oklahoma                                      118              1.27           77.7             70.0
Arkansas                                      119              1.25           70.8             69.0
Minnesota                                     119              1.30           74.3             63.7
Pennsylvania                                  100              1.22           76.3             68.9
Missouri                                      119              1.37           75.7             67.3
Hawaii                                        119              1.25           78.1             78.1
Louisiana                                     114              1.40           68.5             62.7
South Carolina                                119              1.30           76.8             67.1
Indiana                                       119              1.58           74.0             64.0
Wyoming                                       119              1.44           71.2             57.1
Iowa                                          107              1.31           70.3             62.6
Tennessee                                     100              1.27           77.1             71.2
Mississippi                                   138              1.47           63.3             50.8
Virginia                                      118              1.52           60.5             53.1
Illinois                                      113              1.25           77.7             72.4
Oregon                                        119              1.65           58.9             50.6
Kansas                                        116              1.23           79.3             70.8
Alabama                                       115              1.34           71.6             61.9
Kentucky                                      119              1.28           68.4             61.0
Utah                                          119              1.23           76.3             67.4
Wisconsin                                     118              1.18           69.8             65.1
Connecticut                                   119              1.71           48.4             43.2
Idaho                                         119              1.33           62.9             44.5
New Mexico                                    118              1.46           73.2             73.2
Delaware                                      119              1.28           70.8             63.9
South Dakota                                  118              1.29           79.7             71.0
District of Columbia                          118              1.22           70.5             65.5
West Virginia                                  83              1.44           76.5             76.5
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


CUT-OFF DATE PRINCIPAL BALANCES ($)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
CUT-OFF DATE PRINCIPAL BALANCES ($)     MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

         853,337 - 1,999,999                  28                 40,759,886             1.5%      5.9358
       2,000,000 - 3,999,999                  86                253,025,367             9.1%      5.8603
       4,000,000 - 4,999,999                  35                156,940,737             5.6%      5.8106
       5,000,000 - 5,999,999                  33                182,949,213             6.6%      5.7782
       6,000,000 - 6,999,999                  14                 91,835,506             3.3%      5.8169
       7,000,000 - 7,999,999                  26                193,254,598             6.9%      5.7595
       8,000,000 - 9,999,999                  25                221,660,348             8.0%      5.7631
      10,000,000 - 12,999,999                 21                236,578,269             8.5%      5.8353
      13,000,000 - 19,999,999                 37                574,564,417            20.6%      5.7063
      20,000,000 - 49,999,999                 18                569,434,336            20.4%      5.8053
      50,000,000 - 99,999,999                  1                 58,000,000             2.1%      6.1250
     100,000,000 - 105,000,000                 2                206,500,000             7.4%      5.6158
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
CUT-OFF DATE PRINCIPAL BALANCES ($)         (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

         853,337 - 1,999,999                  120              1.42           65.4             60.1
       2,000,000 - 3,999,999                  117              1.33           67.9             58.4
       4,000,000 - 4,999,999                  117              1.59           69.1             60.7
       5,000,000 - 5,999,999                  115              1.42           70.4             62.8
       6,000,000 - 6,999,999                  119              1.34           72.7             67.0
       7,000,000 - 7,999,999                  113              1.30           73.5             67.7
       8,000,000 - 9,999,999                  113              1.35           71.1             66.9
      10,000,000 - 12,999,999                 113              1.24           76.4             68.4
      13,000,000 - 19,999,999                 113              1.34           72.8             68.7
      20,000,000 - 49,999,999                 107              1.33           71.2             68.4
      50,000,000 - 99,999,999                 119              1.30           71.9             71.9
     100,000,000 - 105,000,000                 96              1.26           77.7             77.7
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           $853,337
Maximum:           $105,000,000
Average:           $8,544,487

MORTGAGE RATES (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
MORTGAGE RATES (%)                      MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

          5.3800 - 5.4999                      9                132,970,000             4.8%      5.4553
          5.5000 - 5.5999                     25                356,628,166            12.8%      5.5519
          5.6000 - 5.6999                     63                680,121,897            24.4%      5.6558
          5.7000 - 5.7999                     82                584,105,090            21.0%      5.7397
          5.8000 - 5.8999                     58                420,718,666            15.1%      5.8422
          5.9000 - 5.9999                     40                278,604,449            10.0%      5.9557
          6.0000 - 6.2499                     34                192,064,710             6.9%      6.0772
          6.2500 - 6.4999                     10                 81,897,693             2.9%      6.3017
          6.5000 - 6.9250                      5                 58,392,006             2.1%      6.7327
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
MORTGAGE RATES (%)                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

          5.3800 - 5.4999                     118              1.39           73.7             71.8
          5.5000 - 5.5999                     113              1.37           73.9             71.4
          5.6000 - 5.6999                     106              1.37           73.2             69.6
          5.7000 - 5.7999                     115              1.29           73.1             68.1
          5.8000 - 5.8999                     116              1.30           70.6             64.1
          5.9000 - 5.9999                     101              1.34           69.7             63.1
          6.0000 - 6.2499                     119              1.38           70.2             63.1
          6.2500 - 6.4999                     118              1.33           68.9             63.1
          6.5000 - 6.9250                     112              1.40           68.2             55.7
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           5.3800
Maximum:           6.9250
Weighted Average:  5.7793

DEBT SERVICE COVERAGE RATIOS (x)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
DEBT SERVICE COVERAGE RATIOS (X)        MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

            1.14 - 1.19                       26                255,103,851             9.2%      5.7627
            1.20 - 1.24                       93                741,663,792            26.6%      5.7581
            1.25 - 1.29                       65                516,412,206            18.5%      5.7675
            1.30 - 1.34                       46                468,866,312            16.8%      5.7583
            1.35 - 1.39                       25                303,473,248            10.9%      5.7784
            1.40 - 1.44                       17                108,210,223             3.9%      5.7490
            1.45 - 1.49                       10                 48,580,395             1.7%      5.7216
            1.50 - 1.74                       29                250,419,307             9.0%      5.9938
            1.75 - 1.99                        9                 51,951,581             1.9%      5.6874
            2.00 - 9.60                        6                 40,821,762             1.5%      5.6160
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
DEBT SERVICE COVERAGE RATIOS (X)            (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

            1.14 - 1.19                       119              1.17           71.9             65.7
            1.20 - 1.24                       115              1.22           75.0             69.9
            1.25 - 1.29                       109              1.27           74.5             69.7
            1.30 - 1.34                       108              1.31           74.9             71.8
            1.35 - 1.39                       111              1.37           69.1             63.9
            1.40 - 1.44                       117              1.42           71.7             63.9
            1.45 - 1.49                       111              1.48           70.5             67.8
            1.50 - 1.74                       100              1.57           65.7             60.7
            1.75 - 1.99                       119              1.84           57.7             53.2
            2.00 - 9.60                       119              3.37           41.2             34.0
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           1.14x
Maximum:           9.60x
Weighted Average:  1.34x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF CUT-OFF DATE                     NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
LOAN-TO-VALUE RATIOS (%)                MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

            7.30 - 50.00                      13                 51,837,810             1.9%      5.7726
           50.01 - 60.00                      28                161,164,663             5.8%      5.8341
           60.01 - 65.00                      33                182,523,141             6.6%      5.7574
           65.01 - 70.00                      48                452,568,079            16.2%      5.9276
           70.01 - 75.00                      81                681,708,255            24.5%      5.8023
           75.01 - 77.50                      35                392,784,090            14.1%      5.7261
           77.51 - 80.00                      86                844,768,638            30.3%      5.7026
           80.01 - 85.70                       2                 18,148,000             0.7%      5.6917
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF CUT-OFF DATE                    MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
LOAN-TO-VALUE RATIOS (%)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

            7.30 - 50.00                      116              2.78           36.6             28.6
           50.01 - 60.00                      117              1.47           55.4             46.9
           60.01 - 65.00                      109              1.38           62.8             57.0
           65.01 - 70.00                      107              1.37           67.9             61.7
           70.01 - 75.00                      114              1.32           72.5             67.8
           75.01 - 77.50                      101              1.27           76.1             72.4
           77.51 - 80.00                      116              1.26           79.3             75.1
           80.01 - 85.70                      119              1.27           84.1             77.9
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           7.3
Maximum:           85.7
Weighted Average:  72.1

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF MATURITY DATE                    NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
OR ARD LTV RATIOS (%)                   MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                          7                 18,088,740             0.6%      6.0557
            6.00 - 40.00                      12                 51,638,674             1.9%      5.7705
           40.01 - 50.00                      19                116,045,785             4.2%      5.9977
           50.01 - 60.00                      60                342,272,185            12.3%      5.8895
           60.01 - 62.50                      19                147,367,867             5.3%      5.7498
           62.51 - 65.00                      34                274,340,432             9.8%      5.8309
           65.01 - 67.50                      44                231,974,236             8.3%      5.7928
           67.51 - 70.00                      39                291,338,969            10.5%      5.8371
           70.01 - 75.00                      56                641,432,788            23.0%      5.7573
           75.01 - 80.30                      36                671,003,000            24.1%      5.6552
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF MATURITY DATE                   MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
OR ARD LTV RATIOS (%)                       (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                         159              1.42           54.6             0.0
            6.00 - 40.00                      118              2.72           38.6             24.1
           40.01 - 50.00                      116              1.55           57.7             46.2
           50.01 - 60.00                      117              1.38           64.1             55.1
           60.01 - 62.50                      106              1.37           67.1             61.1
           62.51 - 65.00                      118              1.31           71.3             63.6
           65.01 - 67.50                      118              1.28           74.5             66.6
           67.51 - 70.00                      103              1.32           73.0             68.9
           70.01 - 75.00                      112              1.28           75.9             72.2
           75.01 - 80.30                      106              1.28           78.2             78.0
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           6.0
Maximum:           80.3
Weighted Average:  67.2

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF REMAINING                        NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
TERMS TO MATURITY (MOS.)                MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

              58 - 60                         14                191,533,492             6.9%      5.8302
              61 - 84                         11                196,830,000             7.1%      5.7120
              85 - 121                       293              2,356,024,455            84.6%      5.7786
             122 - 350                         8                 41,114,729             1.5%      5.9043
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
TERMS TO MATURITY (MOS.)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

              58 - 60                          59              1.34           70.3             70.0
              61 - 84                          75              1.39           73.7             73.6
              85 - 121                        118              1.34           72.2             66.7
             122 - 350                        146              1.28           65.8             51.1
----------------------------------------------------------------------------------------------------------
Total/Weighted Average:                       112              1.34x          72.1             67.2
==========================================================================================================


Minimum:           58 mos.
Maximum:           350 mos.
Weighted Average:  112 mos.

REMAINING STATED AMORTIZATION TERMS



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
RANGE OF REMAINING                        NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
STATED AMORTIZATION TERMS (MOS.)        MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            67              1,139,800,000            40.9%      5.7062
             118 - 240                        15                 56,758,298             2.0%      6.1671
             241 - 300                        14                 73,602,872             2.6%      5.9024
             301 - 360                       201              1,269,542,467            45.6%      5.8211
             361 - 420                        29                245,799,040             8.8%      5.7757
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
STATED AMORTIZATION TERMS (MOS.)            (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            103              1.33           74.4             74.4
             118 - 240                        131              1.47           59.8             32.7
             241 - 300                        118              1.42           68.2             52.8
             301 - 360                        117              1.37           71.1             63.5
             361 - 420                        118              1.22           70.6             63.4
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


Minimum:           118 mos.
Maximum:           420 mos.
Weighted Average:  359 mos.

AMORTIZATION TYPES



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL      WTD. AVG.
                                          NUMBER OF       DATE PRINCIPAL     MORTGAGE POOL       MORTGAGE
AMORTIZATION TYPES                      MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Interest Only                                 64              1,119,450,000            40.2%      5.7060
IO-Balloon                                   137                966,052,326            34.7%      5.7807
Balloon                                      115                661,561,611            23.8%      5.8956
Fully Amortizing                               7                 18,088,740             0.6%      6.0557
IO-ARD                                         3                 20,350,000             0.7%      5.7198
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      326            $ 2,785,502,677           100.0%      5.7793
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
AMORTIZATION TYPES                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Interest Only                                 103              1.33           74.4             74.4
IO-Balloon                                    117              1.28           73.1             66.8
Balloon                                       118              1.45           67.1             55.6
Fully Amortizing                              159              1.42           54.6             0.0
IO-ARD                                         97              1.45           73.8             73.8
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       112              1.34X          72.1             67.2
==========================================================================================================


ESCROW TYPES



---------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL
                                          NUMBER OF       DATE PRINCIPAL      MORTGAGE POOL
ESCROW TYPES                            MORTGAGE LOANS      BALANCE ($)         BALANCE
---------------------------------------------------------------------------------------------

Real Estate Tax                              279              2,358,924,562      84.7%
Insurance                                    254              2,012,091,713      72.2%
Replacement Reserves                         247              1,953,927,528      70.1%
TI/LC Reserves (1)                           139              1,260,590,202      66.5%
---------------------------------------------------------------------------------------------


LOCKBOX TYPES



---------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL
                                          NUMBER OF       DATE PRINCIPAL      MORTGAGE POOL
LOCKBOX TYPES                           MORTGAGE LOANS      BALANCE ($)         BALANCE
---------------------------------------------------------------------------------------------

Hard                                          47                522,621,061      18.8%
Soft at Closing, Springing Hard                9                267,927,184       9.6%
None at Closing, Springing Hard               19                149,871,957       5.4%
Soft                                           1                 14,200,000       0.5%
---------------------------------------------------------------------------------------------


(1)   TI/LC Reserves are expressed as a percentage of only the mortgage loans
      secured by Office, Retail, Industrial and Mixed-Use Properties.




                            ANNEX A-2 (LOAN GROUP 1)

LOAN SELLERS



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF   % OF INITIAL       WTD. AVG.
                                          NUMBER OF       DATE PRINCIPAL     LOAN GROUP 1        MORTGAGE
MORTGAGE LOAN SELLER                   MORTGAGE LOANS       BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

CRF                                          110                943,060,405            43.3%      5.7845
MLML                                          48                581,601,758            26.7%      5.8045
PNC                                           47                328,111,531            15.1%      5.7785
Artesia                                       49                326,865,953            15.0%      5.7507
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
MORTGAGE LOAN SELLER                        (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

CRF                                           114              1.33           72.3             68.1
MLML                                          103              1.45           71.2             68.0
PNC                                           118              1.31           72.9             64.3
Artesia                                       111              1.32           74.1             68.4
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


PROPERTY TYPES



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF     AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
                                          MORTGAGED      DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
PROPERTY TYPE                             PROPERTIES       BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Retail                                       174                844,788,941            38.8%      5.7632
  Anchored                                    28                402,362,686            18.5%      5.6823
  Unanchored                                 121                332,456,755            15.3%      5.8784
  Shadow Anchored                             15                 86,030,653             3.9%      5.6893
  Single Tenant                               10                 23,938,846             1.1%      5.7880
Office                                        73                672,086,232            30.8%      5.7627
Hospitality                                   29                219,470,791            10.1%      5.9244
Industrial                                    30                206,223,538             9.5%      5.7597
Mixed Use                                     18                158,765,056             7.3%      5.7584
Self Storage                                  14                 45,539,557             2.1%      6.0805
Multifamily                                    4                 14,000,533             0.6%      5.6308
Manufactured Housing                           3                 10,365,000             0.5%      5.8400
Land                                           1                  8,400,000             0.4%      5.5400
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      346            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
PROPERTY TYPE                               (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Retail                                        118              1.29           73.9             69.6
  Anchored                                    118              1.26           76.6             74.4
  Unanchored                                  119              1.32           70.7             64.4
  Shadow Anchored                             117              1.33           73.7             69.4
  Single Tenant                               116              1.24           73.0             62.2
Office                                        105              1.43           71.7             67.8
Hospitality                                   109              1.51           67.1             56.3
Industrial                                    117              1.31           73.8             68.1
Mixed Use                                      99              1.29           72.4             70.0
Self Storage                                  104              1.33           69.2             61.6
Multifamily                                   116              1.27           79.3             70.6
Manufactured Housing                          129              1.34           70.3             66.1
Land                                          118              1.40           80.0             80.0
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


PROPERTY STATE/LOCATION



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF     AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
                                          MORTGAGED      DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
PROPERTY STATE/LOCATION                   PROPERTIES       BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

California                                    65                719,462,109            33.0%      5.7077
  Southern                                    48                555,266,470            25.5%      5.6830
  Northern                                    17                164,195,639             7.5%      5.7911
Texas                                         29                164,937,088             7.6%      5.7863
Nevada                                         9                126,862,000             5.8%      5.7291
Florida                                       11                101,537,555             4.7%      5.6800
Georgia                                       70                 84,454,311             3.9%      6.2135
Colorado                                      11                 83,213,652             3.8%      5.7986
New York                                      17                 78,233,715             3.6%      5.8477
Arizona                                       10                 75,658,751             3.5%      5.7502
Maryland                                      12                 68,127,846             3.1%      5.9229
Massachusetts                                  2                 62,000,000             2.8%      6.1023
North Carolina                                 3                 47,200,000             2.2%      5.6298
Ohio                                           6                 43,202,267             2.0%      5.6180
New Jersey                                     3                 41,700,000             1.9%      5.6337
Arkansas                                       2                 38,998,075             1.8%      5.7486
Pennsylvania                                  11                 35,876,967             1.6%      6.0694
Minnesota                                      7                 35,442,648             1.6%      5.8733
Hawaii                                         1                 32,900,000             1.5%      5.6700
Oklahoma                                       7                 29,741,194             1.4%      5.6388
South Carolina                                 4                 27,685,279             1.3%      5.6754
Missouri                                       6                 26,916,000             1.2%      5.7866
Indiana                                        4                 26,869,440             1.2%      5.8394
Washington                                     6                 26,495,140             1.2%      5.8264
Louisiana                                      8                 26,306,307             1.2%      5.7554
Michigan                                       4                 26,200,000             1.2%      5.7263
Illinois                                       3                 18,330,000             0.8%      5.7902
Mississippi                                    5                 18,125,873             0.8%      5.9455
Oregon                                         3                 17,588,333             0.8%      5.8322
Virginia                                       4                 15,741,066             0.7%      5.9164
Iowa                                           5                 12,659,911             0.6%      5.9206
Wyoming                                        2                  9,320,654             0.4%      6.7400
Tennessee                                      2                  8,191,008             0.4%      5.7527
Utah                                           2                  7,510,200             0.3%      5.6916
Wisconsin                                      1                  7,500,000             0.3%      5.7600
Connecticut                                    1                  5,996,645             0.3%      5.8750
New Mexico                                     1                  5,200,000             0.2%      5.8000
Kentucky                                       1                  4,860,000             0.2%      5.8000
Delaware                                       1                  4,250,000             0.2%      5.8800
South Dakota                                   1                  3,850,000             0.2%      5.8000
Alabama                                        3                  3,670,918             0.2%      6.5954
District of Columbia                           1                  3,100,000             0.1%      5.7400
Idaho                                          1                  2,554,698             0.1%      6.7400
West Virginia                                  1                  1,170,000             0.1%      5.8400
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      346            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
PROPERTY STATE/LOCATION                     (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

California                                    108              1.29           73.9             71.1
  Southern                                    107              1.28           74.5             72.6
  Northern                                    110              1.34           72.0             65.9
Texas                                         117              1.33           72.3             64.9
Nevada                                        119              1.25           74.9             72.1
Florida                                       119              1.57           67.9             62.0
Georgia                                       119              1.33           73.5             64.0
Colorado                                      105              1.40           68.2             61.8
New York                                      120              1.94           65.2             55.0
Arizona                                       118              1.28           75.4             71.9
Maryland                                       78              1.45           70.1             67.2
Massachusetts                                 119              1.30           71.8             71.5
North Carolina                                 94              1.54           71.0             68.5
Ohio                                          118              1.35           74.8             68.8
New Jersey                                     79              1.40           65.9             65.4
Arkansas                                      119              1.24           71.6             71.4
Pennsylvania                                  100              1.22           76.3             68.9
Minnesota                                     119              1.30           74.7             64.2
Hawaii                                        119              1.25           78.1             78.1
Oklahoma                                      118              1.24           78.8             72.8
South Carolina                                119              1.30           76.8             67.1
Missouri                                      119              1.27           79.4             71.2
Indiana                                       119              1.58           74.0             64.0
Washington                                    111              1.21           67.6             60.1
Louisiana                                     113              1.42           66.4             60.5
Michigan                                      119              1.35           73.7             65.3
Illinois                                      113              1.25           77.7             72.4
Mississippi                                   140              1.48           61.2             45.7
Oregon                                        119              1.65           58.9             50.6
Virginia                                      118              1.57           58.6             51.9
Iowa                                           94              1.40           69.9             65.3
Wyoming                                       119              1.28           69.7             43.8
Tennessee                                     118              1.23           79.4             68.3
Utah                                          119              1.23           76.3             67.4
Wisconsin                                     118              1.18           69.8             65.1
Connecticut                                   119              1.71           48.4             43.2
New Mexico                                    118              1.46           73.2             73.2
Kentucky                                      119              1.27           72.0             67.2
Delaware                                      119              1.28           70.8             63.9
South Dakota                                  118              1.29           79.7             71.0
Alabama                                       115              1.55           62.4             45.6
District of Columbia                          118              1.22           70.5             65.5
Idaho                                         119              1.28           69.7             43.8
West Virginia                                  83              1.44           76.5             76.5
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


CUT-OFF DATE PRINCIPAL BALANCES ($)



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF                                   NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
CUT-OFF DATE PRINCIPAL BALANCES ($)      MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

         873,452 - 2,999,999                  58                119,347,135             5.5%      5.9194
       3,000,000 - 3,999,999                  32                113,961,955             5.2%      5.8559
       4,000,000 - 4,999,999                  27                120,798,842             5.5%      5.8183
       5,000,000 - 5,999,999                  25                139,214,528             6.4%      5.8258
       6,000,000 - 6,999,999                  10                 66,103,507             3.0%      5.7795
       7,000,000 - 7,999,999                  23                171,168,015             7.9%      5.7537
       8,000,000 - 9,999,999                  21                186,440,348             8.6%      5.7460
      10,000,000 - 14,999,999                 29                361,133,607            16.6%      5.7722
      15,000,000 - 19,999,999                 14                235,994,586            10.8%      5.6904
      20,000,000 - 49,999,999                 12                400,977,126            18.4%      5.8326
      50,000,000 - 99,999,999                  1                 58,000,000             2.7%      6.1250
     100,000,000 - 105,000,000                 2                206,500,000             9.5%      5.6158
----------------------------------------------------------------------------------------------------------
Total/Weighted Average:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
CUT-OFF DATE PRINCIPAL BALANCES ($)         (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

         873,452 - 2,999,999                  119              1.35           67.6             59.0
       3,000,000 - 3,999,999                  115              1.35           67.0             58.0
       4,000,000 - 4,999,999                  118              1.68           68.0             59.5
       5,000,000 - 5,999,999                  114              1.39           70.3             61.7
       6,000,000 - 6,999,999                  119              1.32           74.2             70.2
       7,000,000 - 7,999,999                  114              1.31           73.0             67.3
       8,000,000 - 9,999,999                  115              1.37           71.1             66.7
      10,000,000 - 14,999,999                 117              1.35           73.6             66.2
      15,000,000 - 19,999,999                 114              1.30           75.5             72.5
      20,000,000 - 49,999,999                 102              1.37           71.7             69.5
      50,000,000 - 99,999,999                 119              1.30           71.9             71.9
     100,000,000 - 105,000,000                 96              1.26           77.7             77.7
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           $873,452
Maximum:           $105,000,000
Average:           $8,581,258

MORTGAGE RATES (%)



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF                                   NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
MORTGAGE RATES (%)                       MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

          5.4600 - 5.4999                      6                 65,020,000             3.0%      5.4815
          5.5000 - 5.5999                     17                296,223,166            13.6%      5.5520
          5.6000 - 5.6999                     47                563,602,322            25.9%      5.6562
          5.7000 - 5.7999                     61                431,161,605            19.8%      5.7394
          5.8000 - 5.8999                     50                347,921,672            16.0%      5.8397
          5.9000 - 5.9999                     32                207,323,197             9.5%      5.9550
          6.0000 - 6.2499                     31                179,621,323             8.2%      6.0790
          6.2500 - 6.4999                      6                 31,227,693             1.4%      6.3323
          6.5000 - 6.7700                      4                 57,538,669             2.6%      6.7299
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
MORTGAGE RATES (%)                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

          5.4600 - 5.4999                     118              1.53           70.3             68.3
          5.5000 - 5.5999                     115              1.37           74.4             71.9
          5.6000 - 5.6999                     106              1.40           73.5             70.0
          5.7000 - 5.7999                     115              1.29           73.3             68.1
          5.8000 - 5.8999                     117              1.32           72.6             66.2
          5.9000 - 5.9999                      95              1.36           68.8             63.8
          6.0000 - 6.2499                     119              1.39           69.9             63.1
          6.2500 - 6.4999                     116              1.33           66.7             58.8
          6.5000 - 6.7700                     109              1.41           68.3             55.7
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           5.4600
Maximum:           6.7700
Weighted Average:  5.7839

DEBT SERVICE COVERAGE RATIOS (x)



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF                                   NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
DEBT SERVICE COVERAGE RATIOS (X)         MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

            1.15 - 1.19                       18                144,193,304             6.6%      5.7672
            1.20 - 1.24                       74                622,627,026            28.6%      5.7570
            1.25 - 1.29                       41                273,233,503            12.5%      5.7724
            1.30 - 1.34                       41                444,702,179            20.4%      5.7687
            1.35 - 1.44                       36                359,416,666            16.5%      5.7695
            1.45 - 1.49                        7                 37,438,926             1.7%      5.7232
            1.50 - 1.59                       11                165,002,832             7.6%      6.0373
            1.60 - 1.79                       14                 57,946,476             2.7%      5.8457
            1.80 - 9.60                       12                 75,078,737             3.4%      5.6647
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
DEBT SERVICE COVERAGE RATIOS (X)            (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

            1.15 - 1.19                      118               1.17           75.9             69.5
            1.20 - 1.24                      115               1.22           75.3             70.7
            1.25 - 1.29                      113               1.27           75.9             70.5
            1.30 - 1.34                      108               1.31           75.0             72.1
            1.35 - 1.44                      112               1.38           69.5             62.9
            1.45 - 1.49                      109               1.48           69.5             69.6
            1.50 - 1.59                       91               1.54           66.8             62.7
            1.60 - 1.79                      119               1.66           62.1             54.3
            1.80 - 9.60                      119               2.67           47.7             41.5
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      111               1.36X          72.4             67.6
==========================================================================================================


Minimum:           1.15x
Maximum:           9.60x
Weighted Average:  1.36x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF CUT-OFF DATE                      NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
LOAN-TO-VALUE RATIOS (%)                 MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

            7.30 - 50.00                      13                 51,837,810             2.4%      5.7726
           50.01 - 60.00                      19                 80,722,352             3.7%      5.8791
           60.01 - 65.00                      26                153,642,394             7.0%      5.7529
           65.01 - 70.00                      34                344,956,346            15.8%      5.9403
           70.01 - 75.00                      65                528,551,351            24.2%      5.7978
           75.01 - 77.50                      27                293,902,778            13.5%      5.7653
           77.51 - 80.00                      69                713,178,616            32.7%      5.7041
           80.01 - 85.70                       1                 12,848,000             0.6%      5.6800
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF CUT-OFF DATE                    MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
LOAN-TO-VALUE RATIOS (%)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

            7.30 - 50.00                      116              2.78           36.6             28.6
           50.01 - 60.00                      119              1.59           54.2             43.4
           60.01 - 65.00                      106              1.41           62.6             57.0
           65.01 - 70.00                      107              1.39           67.9             61.4
           70.01 - 75.00                      116              1.33           72.6             67.6
           75.01 - 77.50                       94              1.28           76.1             72.6
           77.51 - 80.00                      117              1.26           79.3             75.5
           80.01 - 85.70                      120              1.21           85.7             76.9
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           7.3
Maximum:           85.7
Weighted Average:  72.4

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF MATURITY DATE                     NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
OR ARD LTV RATIOS (%)                    MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                          6                 17,235,403             0.8%      6.0126
            6.00 - 50.00                      28                133,033,041             6.1%      5.9407
           50.01 - 55.00                      14                 57,040,617             2.6%      5.8679
           55.01 - 60.00                      25                177,568,939             8.1%      5.9552
           60.01 - 62.50                      15                108,823,182             5.0%      5.7009
           62.51 - 65.00                      29                242,505,954            11.1%      5.7979
           65.01 - 67.50                      38                192,565,337             8.8%      5.8018
           67.51 - 70.00                      27                195,902,386             9.0%      5.8255
           70.01 - 75.00                      42                472,821,788            21.7%      5.7826
           75.01 - 80.00                      30                582,143,000            26.7%      5.6715
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF MATURITY DATE                   MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
OR ARD LTV RATIOS (%)                       (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                         150              1.43           54.2              0.0
            6.00 - 50.00                      118              2.10           50.8             37.4
           50.01 - 55.00                      115              1.39           61.4             52.8
           55.01 - 60.00                      118              1.37           66.0             56.6
           60.01 - 62.50                      102              1.43           66.6             61.3
           62.51 - 65.00                      118              1.29           71.0             63.5
           65.01 - 67.50                      117              1.30           74.2             66.5
           67.51 - 70.00                      100              1.33           73.7             69.0
           70.01 - 75.00                      114              1.29           76.1             72.2
           75.01 - 80.00                      105              1.28           78.4             78.2
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           6.0
Maximum:           80.0
Weighted Average:  67.6

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF REMAINING                         NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
TERMS TO MATURITY (MOS.)                 MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

              58 - 84                         19                323,548,492            14.8%      5.7892
              85 - 114                         5                 22,605,571             1.0%      6.1778
             115 - 121                       224              1,813,374,193            83.2%      5.7754
             122 - 180                         6                 20,111,392             0.9%      6.0155
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE       OR ARD
TERMS TO MATURITY (MOS.)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

              58 - 84                          68              1.38           71.8             71.7
              85 - 114                        109              1.38           64.6             55.6
             115 - 121                        119              1.35           72.7             67.2
             122 - 180                        154              1.39           55.9              6.1
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           58 mos.
Maximum:           180 mos.
Weighted Average:  111 mos.

REMAINING STATED AMORTIZATION TERMS



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
RANGE OF REMAINING                         NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
STATED AMORTIZATION TERMS (MOS.)         MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            46                891,435,000            40.9%      5.7169
             118 - 240                        14                 53,764,607             2.5%      6.1967
             241 - 300                        10                 43,682,166             2.0%      5.8977
             301 - 360                       162              1,030,604,501            47.3%      5.8192
             361 - 420                        22                160,153,374             7.3%      5.7596
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254            $ 2,179,639,648           100.0%      5.7839
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                         WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.       MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
STATED AMORTIZATION TERMS (MOS.)            (MOS.)           DSCR (X)    LTV RATIO (%)     LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            102              1.33           75.1             75.1
             118 - 240                        132              1.48           59.8             32.2
             241 - 300                        118              1.51           68.8             53.2
             301 - 360                        117              1.38           70.5             62.9
             361 - 420                        119              1.24           74.2             67.3
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


Minimum:           118 mos.
Maximum:           420 mos.
Weighted Average:  357 mos.

AMORTIZATION TYPES



----------------------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL      WTD. AVG.
                                           NUMBER OF     DATE PRINCIPAL       LOAN GROUP 1       MORTGAGE
AMORTIZATION TYPES                       MORTGAGE LOANS    BALANCE ($)          BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

IO-Balloon                                   115                779,446,326            35.8%      5.7740
Interest Only                                 43                871,085,000            40.0%      5.7169
Balloon                                       87                491,522,919            22.6%      5.9129
IO-ARD                                         3                 20,350,000             0.9%      5.7198
Fully Amortizing                               6                 17,235,403             0.8%      6.0126
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      254             $2,179,639,648           100.0%      5.7839
----------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE        OR ARD
AMORTIZATION TYPES                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

IO-Balloon                                    117              1.28           72.6             66.4
Interest Only                                 102              1.33           75.1             75.1
Balloon                                       118              1.52           67.5             55.7
IO-ARD                                         97              1.45           73.8             73.8
Fully Amortizing                              150              1.43           54.2              0.0
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       111              1.36X          72.4             67.6
==========================================================================================================


ESCROW TYPES



---------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL
                                          NUMBER OF      DATE PRINCIPAL       LOAN GROUP 1
ESCROW TYPES                            MORTGAGE LOANS     BALANCE ($)          BALANCE
---------------------------------------------------------------------------------------------

Real Estate Tax                              212              1,800,272,239      82.6%
Insurance                                    187              1,439,958,684      66.1%
Replacement Reserves                         185              1,460,254,828      67.0%
TI/LC Reserves (1)                           139              1,260,590,202      66.5%
---------------------------------------------------------------------------------------------


LOCKBOX TYPES



---------------------------------------------------------------------------------------------
                                                        AGGREGATE CUT-OFF     % OF INITIAL
                                          NUMBER OF      DATE PRINCIPAL       LOAN GROUP 1
LOCKBOX TYPES                           MORTGAGE LOANS     BALANCE ($)          BALANCE
---------------------------------------------------------------------------------------------

Hard                                          44                491,031,061      22.5%
Soft at Closing, Springing Hard                9                267,927,184      12.3%
None at Closing, Springing Hard               18                136,871,957       6.3%
---------------------------------------------------------------------------------------------


(1) TI/LC Reserves are expressed as a percentage of only the mortgage loans
secured by Office, Retail, Industrial and Mixed-Use Properties.




                            ANNEX A-2 (LOAN GROUP 2)

LOAN SELLERS



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
                                          NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
MORTGAGE LOAN SELLER                    MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

CRF                                           37                238,704,032            39.4%      5.7842
PNC                                           18                169,128,853            27.9%      5.7534
MLML                                          13                165,186,815            27.3%      5.7487
Artesia                                        4                 32,843,329             5.4%      5.7281
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
MORTGAGE LOAN SELLER                        (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

CRF                                           112              1.33           70.7             67.1
PNC                                           118              1.28           74.3             66.8
MLML                                          106              1.24           68.0             63.7
Artesia                                       126              1.26           75.2             67.6
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


PROPERTY TYPES



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF      AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
                                          MORTGAGED       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
PROPERTY TYPE                             PROPERTIES        BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Multifamily                                   71                581,513,029            96.0%      5.7655
Manufactured Housing                           3                 24,350,000             4.0%      5.7012
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       74            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
PROPERTY TYPE                               (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Multifamily                                   113              1.29           71.0             65.8
Manufactured Housing                          119              1.25           76.4             73.4
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


PROPERTY STATE/LOCATION



----------------------------------------------------------------------------------------------------------
                                          NUMBER OF      AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
                                          MORTGAGED       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
PROPERTY STATE/LOCATION                   PROPERTIES        BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Texas                                         11                122,207,289            20.2%      5.8321
California                                    13                 92,608,337            15.3%      5.7703
Florida                                        9                 88,539,496            14.6%      5.7433
Nevada                                         5                 53,141,231             8.8%      5.7438
New Jersey                                     2                 45,500,000             7.5%      5.4756
Georgia                                        4                 25,380,000             4.2%      5.6204
Michigan                                       4                 23,140,000             3.8%      6.0414
Arizona                                        1                 17,800,000             2.9%      5.6700
Wyoming                                        1                 17,290,000             2.9%      6.2990
Washington                                     2                 16,847,225             2.8%      5.6506
Tennessee                                      3                 15,160,000             2.5%      5.8016
Kansas                                         1                 14,600,000             2.4%      5.3800
Iowa                                           2                 12,477,500             2.1%      5.9510
Oklahoma                                       5                 12,252,138             2.0%      5.7683
Ohio                                           2                  9,657,000             1.6%      5.7552
Alabama                                        1                  8,250,000             1.4%      5.6280
Missouri                                       1                  6,094,606             1.0%      5.7500
Kentucky                                       1                  4,995,724             0.8%      5.8800
Louisiana                                      1                  4,896,000             0.8%      5.7500
Minnesota                                      1                  4,096,337             0.7%      5.7100
Arkansas                                       1                  2,993,691             0.5%      5.6350
Virginia                                       1                  2,879,651             0.5%      5.9400
Idaho                                          1                  2,796,805             0.5%      6.1200
Mississippi                                    1                  2,260,000             0.4%      6.0000
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       74            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
PROPERTY STATE/LOCATION                     (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Texas                                         118              1.30           73.0             65.7
California                                    106              1.29           70.4             70.2
Florida                                       115              1.23           63.2             56.4
Nevada                                        123              1.21           72.7             67.9
New Jersey                                    119              1.25           75.7             75.1
Georgia                                        90              1.51           71.5             70.9
Michigan                                      119              1.21           73.6             67.2
Arizona                                        59              1.29           69.8             69.8
Wyoming                                       119              1.52           72.0             64.3
Washington                                    120              1.19           71.9             71.1
Tennessee                                      90              1.29           75.8             72.8
Kansas                                        116              1.23           79.3             70.8
Iowa                                          120              1.21           70.7             59.9
Oklahoma                                      118              1.34           75.1             63.4
Ohio                                          120              1.35           77.3             65.1
Alabama                                       115              1.24           75.7             69.2
Missouri                                      119              1.81           59.5             50.1
Kentucky                                      119              1.28           64.9             54.9
Louisiana                                     118              1.27           80.0             71.9
Minnesota                                     119              1.32           70.6             59.5
Arkansas                                      119              1.31           59.9             38.8
Virginia                                      118              1.28           70.6             59.9
Idaho                                         119              1.37           56.7             45.2
Mississippi                                   120              1.37           80.0             67.9
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


CUT-OFF DATE PRINCIPAL BALANCES ($)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
CUT-OFF DATE PRINCIPAL BALANCES ($)     MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

         853,337 - 3,499,999                  23                 56,976,164             9.4%      5.7953
       3,500,000 - 4,499,999                   5                 20,306,337             3.4%      5.7910
       4,500,000 - 5,499,999                   8                 40,170,244             6.6%      5.7382
       5,500,000 - 6,999,999                   8                 48,632,000             8.0%      5.7612
       7,000,000 - 9,999,999                   7                 57,306,582             9.5%      5.8344
      10,000,000 - 12,999,999                  4                 45,250,000             7.5%      5.6961
      13,000,000 - 19,999,999                 11                168,764,492            27.9%      5.7709
      20,000,000 - 40,000,000                  6                168,457,210            27.8%      5.7404
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
CUT-OFF DATE PRINCIPAL BALANCES ($)         (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

         853,337 - 3,499,999                  122              1.31           68.1             58.8
       3,500,000 - 4,499,999                  111              1.34           70.8             65.0
       4,500,000 - 5,499,999                  118              1.29           76.3             67.4
       5,500,000 - 6,999,999                  119              1.52           66.7             60.9
       7,000,000 - 9,999,999                  103              1.24           73.5             69.2
      10,000,000 - 12,999,999                 103              1.19           76.9             71.5
      13,000,000 - 19,999,999                 107              1.28           71.2             67.7
      20,000,000 - 40,000,000                 118              1.24           70.1             65.7
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           $853,337
Maximum:           $40,000,000
Average:           $8,414,764

MORTGAGE RATES (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
MORTGAGE RATES (%)                      MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

          5.3800 - 5.7999                     48                397,818,059            65.7%      5.6335
          5.8000 - 5.8999                      8                 72,796,994            12.0%      5.8541
          5.9000 - 6.0999                     10                 80,927,834            13.4%      5.9667
          6.1000 - 6.1999                      1                  2,796,805             0.5%      6.1200
          6.2000 - 6.9250                      5                 51,523,337             8.5%      6.2934
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
MORTGAGE RATES (%)                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

          5.3800 - 5.7999                    110               1.30           72.9             69.4
          5.8000 - 5.8999                    112               1.19           61.0             53.7
          5.9000 - 6.0999                    119               1.27           73.3             62.0
          6.1000 - 6.1999                    119               1.37           56.7             45.2
          6.2000 - 6.9250                    123               1.33           70.2             65.8
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      113               1.29X          71.2             66.1
==========================================================================================================


Minimum:           5.3800
Maximum:           6.9250
Weighted Average:  5.7629

DEBT SERVICE COVERAGE RATIOS (X)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF                                  NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
DEBT SERVICE COVERAGE RATIOS (X)        MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

            1.14 - 1.19                        8                110,910,547            18.3%      5.7570
            1.20 - 1.24                       19                119,036,766            19.6%      5.7638
            1.25 - 1.29                       24                243,178,703            40.1%      5.7620
            1.30 - 1.39                        8                 62,520,939            10.3%      5.6994
            1.40 - 2.03                       13                 70,216,074            11.6%      5.8303
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF                                 MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
DEBT SERVICE COVERAGE RATIOS (X)            (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

            1.14 - 1.19                       120              1.16           66.7             60.7
            1.20 - 1.24                       116              1.22           73.5             66.1
            1.25 - 1.29                       106              1.27           72.8             68.8
            1.30 - 1.39                       118              1.35           72.4             68.8
            1.40 - 2.03                       117              1.60           67.6             62.8
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           1.14x
Maximum:           2.03x
Weighted Average:  1.29x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF CUT-OFF DATE                     NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
LOAN-TO-VALUE RATIOS (%)                MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

           52.10 - 70.00                      30                216,934,790            35.8%      5.8364
           70.01 - 72.50                       8                100,570,988            16.6%      5.8361
           72.51 - 75.00                       8                 52,585,916             8.7%      5.7833
           75.01 - 77.50                       8                 98,881,312            16.3%      5.6095
           77.51 - 80.30                      18                136,890,022            22.6%      5.6955
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF CUT-OFF DATE                    MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
LOAN-TO-VALUE RATIOS (%)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

           52.10 - 70.00                      113              1.31           63.1             57.3
           70.01 - 72.50                      105              1.34           71.5             68.2
           72.51 - 75.00                      113              1.22           73.9             68.8
           75.01 - 77.50                      121              1.25           76.1             71.9
           77.51 - 80.30                      112              1.26           79.2             73.2
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           52.1
Maximum:           80.3
Weighted Average:  71.2

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF MATURITY DATE                    NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
OR ARD LTV RATIOS (%)                   MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                          1                    853,337             0.1%      6.9250
           38.80 - 60.00                      24                142,314,047            23.5%      5.8134
           60.01 - 65.00                       9                 70,379,162            11.6%      5.9757
           65.01 - 67.50                       6                 39,408,900             6.5%      5.7491
           67.51 - 70.00                      12                 95,436,582            15.8%      5.8607
           70.01 - 75.00                      14                168,611,000            27.8%      5.6867
           75.01 - 80.30                       6                 88,860,000            14.7%      5.5478
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF MATURITY DATE                   MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
OR ARD LTV RATIOS (%)                       (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Fully Amortizing                         350              1.14           61.8             NAP
           38.80 - 60.00                      117              1.33           60.9             52.0
           60.01 - 65.00                      119              1.31           70.7             62.3
           65.01 - 67.50                      124              1.20           75.8             66.9
           67.51 - 70.00                      107              1.29           71.8             68.7
           70.01 - 75.00                      108              1.26           75.5             72.1
           75.01 - 80.30                      109              1.28           77.2             77.2
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           38.8
Maximum:           80.3
Weighted Average:  66.1

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF REMAINING                        NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
TERMS TO MATURITY (MOS.)                MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

              58 - 109                         6                 64,815,000            10.7%      5.6760
             110 - 350                        66                541,048,029            89.3%      5.7733
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
TERMS TO MATURITY (MOS.)                    (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

              58 - 109                         63              1.28           73.0             72.8
             110 - 350                        119              1.29           71.0             65.3
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           58 mos.
Maximum:           350 mos.
Weighted Average:  113 mos.

REMAINING STATED AMORTIZATION TERMS



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
RANGE OF REMAINING                        NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
STATED AMORTIZATION TERMS (MOS.)        MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            21                248,365,000            41.0%      5.6679
             239 - 360                        44                271,852,363            44.9%      5.8361
             361 - 420                         7                 85,645,666            14.1%      5.8059
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
RANGE OF REMAINING                       MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
STATED AMORTIZATION TERMS (MOS.)            (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

     Interest Only                            105              1.33           71.7             71.7
             239 - 360                        118              1.28           73.0             64.1
             361 - 420                        118              1.18           63.9             56.2
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


Minimum:           239 mos.
Maximum:           420 mos.
Weighted Average:  366 mos.

AMORTIZATION TYPES



----------------------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL       WTD. AVG.
                                          NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2       MORTGAGE
AMORTIZATION TYPES                      MORTGAGE LOANS      BALANCE ($)         BALANCE          RATE (%)
----------------------------------------------------------------------------------------------------------

Interest Only                                 21                248,365,000            41.0%      5.6679
IO-Balloon                                    22                186,606,000            30.8%      5.8086
Balloon                                       28                170,038,692            28.1%      5.8456
Fully Amortizing                               1                    853,337             0.1%      6.9250
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       72            $   605,863,029           100.0%      5.7629
==========================================================================================================


----------------------------------------------------------------------------------------------------------
                                           WTD. AVG.                                        WTD. AVG.
                                       REMAINING TERM TO                   WTD. AVG.      MATURITY DATE
                                         MATURITY/ARD       WTD. AVG.    CUT-OFF DATE         OR ARD
AMORTIZATION TYPES                          (MOS.)           DSCR (X)    LTV RATIO (%)    LTV RATIO (%)
----------------------------------------------------------------------------------------------------------

Interest Only                                 105              1.33           71.7             71.7
IO-Balloon                                    118              1.25           75.3             68.5
Balloon                                       117              1.27           65.9             55.3
Fully Amortizing                              350              1.14           61.8              NAP
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       113              1.29X          71.2             66.1
==========================================================================================================


ESCROW TYPES



---------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL
                                          NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2
ESCROW TYPES                            MORTGAGE LOANS      BALANCE ($)         BALANCE
---------------------------------------------------------------------------------------------

Insurance                                     67                572,133,029      94.4%
Real Estate Tax                               67                558,652,322      92.2%
Replacement Reserves                          62                493,672,700      81.5%
---------------------------------------------------------------------------------------------


LOCKBOX TYPES



---------------------------------------------------------------------------------------------
                                                         AGGREGATE CUT-OFF    % OF INITIAL
                                          NUMBER OF       DATE PRINCIPAL      LOAN GROUP 2
LOCKBOX TYPES                           MORTGAGE LOANS      BALANCE ($)         BALANCE
---------------------------------------------------------------------------------------------

Hard                                           3                 31,590,000       5.2%
Soft                                           1                 14,200,000       2.3%
None at Closing, Springing Hard                1                 13,000,000       2.1%
---------------------------------------------------------------------------------------------

                                    ANNEX A-3

   WESTBURY FINANCIAL PARK BUILDING TRUST MORTGAGE LOAN AMORTIZATION SCHEDULE


                                      A-3-1



                                    ANNEX A-3
              WESTBURY FINANCIAL PARK BUILDING TRUST MORTGAGE LOAN
                              AMORTIZATION SCHEDULE

PERIOD      DATE       INTEREST   PRINCIPAL      BALANCE
------   ----------   ---------   ---------   ------------
    0     6/11/2007                           4,750,000.00
    1     7/11/2007   23,591.67    4,764.94   4,745,235.06
    2     8/11/2007   24,353.60    4,003.01   4,741,232.05
    3     9/11/2007   24,333.06    4,023.55   4,737,208.50
    4    10/11/2007   23,528.14    4,828.47   4,732,380.03
    5    11/11/2007   24,287.63    4,068.98   4,728,311.05
    6    12/11/2007   23,483.94    4,872.67   4,723,438.38
    7     1/11/2008   24,241.74    4,114.87   4,719,323.51
    8     2/11/2008   24,220.62    4,135.99   4,715,187.52
    9     3/11/2008   22,638.14    5,718.47   4,709,469.05
   10     4/11/2008   24,170.04    4,186.57   4,705,282.48
   11     5/11/2008   23,369.57    4,987.04   4,700,295.44
   12     6/11/2008   24,122.96    4,233.65   4,696,061.79
   13     7/11/2008   23,323.77    5,032.84   4,691,028.95
   14     8/11/2008   24,075.40    4,281.21   4,686,747.74
   15     9/11/2008   24,053.43    4,303.18   4,682,444.56
   16    10/11/2008   23,256.14    5,100.47   4,677,344.09
   17    11/11/2008   24,005.17    4,351.44   4,672,992.65
   18    12/11/2008   23,209.20    5,147.41   4,667,845.24
   19     1/11/2009   23,956.42    4,400.19   4,663,445.05
   20     2/11/2009   23,933.84    4,422.77   4,659,022.28
   21     3/11/2009   21,597.16    6,759.45   4,652,262.83
   22     4/11/2009   23,876.45    4,480.16   4,647,782.67
   23     5/11/2009   23,083.99    5,272.62   4,642,510.05
   24     6/11/2009   23,826.39    4,530.22   4,637,979.83
   25     7/11/2009   23,035.30    5,321.31   4,632,658.52
   26     8/11/2009   23,775.83    4,580.78   4,628,077.74
   27     9/11/2009   23,752.32    4,604.29   4,623,473.45
   28    10/11/2009   22,963.25    5,393.36   4,618,080.09
   29    11/11/2009   23,701.01    4,655.60   4,613,424.49
   30    12/11/2009   22,913.34    5,443.27   4,607,981.22
   31     1/11/2010   23,649.18    4,707.43   4,603,273.79
   32     2/11/2010   23,625.02    4,731.59   4,598,542.20
   33     3/11/2010   21,316.80    7,039.81   4,591,502.39
   34     4/11/2010   23,564.61    4,792.00   4,586,710.39
   35     5/11/2010   22,780.66    5,575.95   4,581,134.44
   36     6/11/2010   23,511.40    4,845.21   4,576,289.23
   37     7/11/2010   22,728.90    5,627.71   4,570,661.52
   38     8/11/2010   23,457.65    4,898.96   4,565,762.56
   39     9/11/2010   23,432.51    4,924.10   4,560,838.46
   40    10/11/2010   22,652.16    5,704.45   4,555,134.01
   41    11/11/2010   23,377.96    4,978.65   4,550,155.36
   42    12/11/2010   22,599.10    5,757.51   4,544,397.85
   43     1/11/2011   23,322.86    5,033.75   4,539,364.10
   44     2/11/2011   23,297.03    5,059.58   4,534,304.52
   45     3/11/2011   21,019.02    7,337.59   4,526,966.93



PERIOD      DATE       INTEREST   PRINCIPAL      BALANCE
------   ----------   ---------   ---------   ------------
   46     4/11/2011   23,233.40    5,123.21   4,521,843.72
   47     5/11/2011   22,458.49    5,898.12   4,515,945.60
   48     6/11/2011   23,176.84    5,179.77   4,510,765.83
   49     7/11/2011   22,403.47    5,953.14   4,504,812.69
   50     8/11/2011   23,119.70    5,236.91   4,499,575.78
   51     9/11/2011   23,092.82    5,263.79   4,494,311.99
   52    10/11/2011   22,321.75          --   4,494,311.99
   53    11/11/2011   23,065.81          --   4,494,311.99
   54    12/11/2011   22,321.75          --   4,494,311.99
   55     1/11/2012   23,065.81          --   4,494,311.99
   56     2/11/2012   23,065.81          --   4,494,311.99
   57     3/11/2012   21,577.69          --   4,494,311.99
   58     4/11/2012   23,065.81          --   4,494,311.99
   59     5/11/2012   22,321.75          --   4,494,311.99
   60     6/11/2012   23,065.81          --   4,494,311.99
   61     7/11/2012   22,321.75          --   4,494,311.99
   62     8/11/2012   23,065.81          --   4,494,311.99
   63     9/11/2012   23,065.81          --   4,494,311.99
   64    10/11/2012   22,321.75    6,034.86   4,488,277.13
   65    11/11/2012   23,034.84    5,321.77   4,482,955.36
   66    12/11/2012   22,265.34    6,091.27   4,476,864.09
   67     1/11/2013   22,976.26    5,380.35   4,471,483.74
   68     2/11/2013   22,948.65    5,407.96   4,466,075.78
   69     3/11/2013   20,702.74    7,653.87   4,458,421.91
   70     4/11/2013   22,881.61    5,475.00   4,452,946.91
   71     5/11/2013   22,116.30    6,240.31   4,446,706.60
   72     6/11/2013   22,821.49    5,535.12   4,441,171.48
   73     7/11/2013   22,057.82    6,298.79   4,434,872.69
   74     8/11/2013   22,760.75    5,595.86   4,429,276.83
   75     9/11/2013   22,732.03    5,624.58   4,423,652.25
   76    10/11/2013   21,970.81    6,385.80   4,417,266.45
   77    11/11/2013   22,670.39    5,686.22   4,411,580.23
   78    12/11/2013   21,910.85    6,445.76   4,405,134.47
   79     1/11/2014   22,608.13    5,748.48   4,399,385.99
   80     2/11/2014   22,578.63    5,777.98   4,393,608.01
   81     3/11/2014   20,366.81    7,989.80   4,385,618.21
   82     4/11/2014   22,507.97    5,848.64   4,379,769.57
   83     5/11/2014   21,752.86    6,603.75   4,373,165.82
   84     6/11/2014   22,444.06    5,912.55   4,367,253.27
   85     7/11/2014   21,690.69    6,665.92   4,360,587.35
   86     8/11/2014   22,379.50    5,977.11   4,354,610.24
   87     9/11/2014   22,348.83    6,007.78   4,348,602.46
   88    10/11/2014   21,598.06    6,758.55   4,341,843.91
   89    11/11/2014   22,283.31    6,073.30   4,335,770.61
   90    12/11/2014   21,534.33    6,822.28   4,328,948.33
   91     1/11/2015   22,217.12    6,139.49   4,322,808.84
   92     2/11/2015   22,185.62    6,170.99   4,316,637.85
   93     3/11/2015   20,010.01    8,346.60   4,308,291.25
   94     4/11/2015   22,111.11    6,245.50   4,302,045.75



PERIOD      DATE       INTEREST   PRINCIPAL      BALANCE
------   ----------   ---------   ---------   ------------
   95     5/11/2015   21,366.83    6,989.78   4,295,055.97
   96     6/11/2015   22,043.18    6,313.43   4,288,742.54
   97     7/11/2015   21,300.75    7,055.86   4,281,686.68
   98     8/11/2015   21,974.57    6,382.04   4,275,304.64
   99     9/11/2015   21,941.81    6,414.80   4,268,889.84
  100    10/11/2015   21,202.15    7,154.46   4,261,735.38
  101    11/11/2015   21,872.17    6,484.44   4,255,250.94
  102    12/11/2015   21,134.41    7,222.20   4,248,028.74
  103     1/11/2016   21,801.83    6,554.78   4,241,473.96
  104     2/11/2016   21,768.19    6,588.42   4,234,885.54
  105     3/11/2016   20,332.16    8,024.45   4,226,861.09
  106     4/11/2016   21,693.19    6,663.42   4,220,197.67
  107     5/11/2016   20,960.32    7,396.29   4,212,801.38
  108     6/11/2016   21,621.03    6,735.58   4,206,065.80
  109     7/11/2016   20,890.13    7,466.48   4,198,599.32
  110     8/11/2016   21,548.14    6,808.47   4,191,790.85
  111     9/11/2016   21,513.20    6,843.41   4,184,947.44
  112    10/11/2016   20,785.24    7,571.37   4,177,376.07
  113    11/11/2016   21,439.22    6,917.39   4,170,458.68
  114    12/11/2016   20,713.28    7,643.33   4,162,815.35
  115     1/11/2017   21,364.49    6,992.12   4,155,823.23
  116     2/11/2017   21,328.61    7,028.00   4,148,795.23
  117     3/11/2017   19,231.97    9,124.64   4,139,670.59
  118     4/11/2017   21,245.71    7,110.90   4,132,559.69
  119     5/11/2017   20,525.05    7,831.56   4,124,728.13
  120     6/11/2017   21,169.02    7,187.59   4,117,540.54

                                    ANNEX A-4

             FIRST STREET TRUST MORTGAGE LOAN AMORTIZATION SCHEDULE


                                      A-4-1



                                    ANNEX A-4
                      438 FIRST STREET TRUST MORTGAGE LOAN
                              AMORTIZATION SCHEDULE



                       BEGINNING                                                ENDING
PERIOD      DATE        BALANCE        PAYMENT     INTEREST     PRINCIPAL      BALANCE
------   ---------   -------------   ----------   ----------   ----------   -------------

    0     6/8/2007   $5,550,000.00
    1     7/8/2007   $5,546,800.28   $30,851.98   $26,744.82   $ 4,107.16   $5,542,693.12
    2     8/8/2007   $5,542,693.12   $30,851.98   $27,615.85   $ 3,236.13   $5,539,457.00
    3     9/8/2007   $5,539,457.00   $30,851.98   $27,599.73   $ 3,252.25   $5,536,204.75
    4    10/8/2007   $5,536,204.75   $30,851.98   $26,693.73   $ 4,158.24   $5,532,046.51
    5    11/8/2007   $5,532,046.51   $30,851.98   $27,562.81   $ 3,289.17   $5,528,757.33
    6    12/8/2007   $5,528,757.33   $30,851.98   $26,657.82   $ 4,194.15   $5,524,563.18
    7     1/8/2008   $5,524,563.18   $30,851.98   $27,525.52   $ 3,326.46   $5,521,236.72
    8     2/8/2008   $5,521,236.72   $30,851.98   $27,508.95   $ 3,343.03   $5,517,893.70
    9     3/8/2008   $5,517,893.70   $30,851.98   $25,718.60   $ 5,133.38   $5,512,760.31
   10     4/8/2008   $5,512,760.31   $30,851.98   $27,466.72   $ 3,385.26   $5,509,375.05
   11     5/8/2008   $5,509,375.05   $30,851.98   $26,564.37   $ 4,287.61   $5,505,087.44
   12     6/8/2008   $5,505,087.44   $30,851.98   $27,428.49   $ 3,423.49   $5,501,663.95
   13     7/8/2008   $5,501,663.95   $30,851.98   $26,527.19   $ 4,324.79   $5,497,339.16
   14     8/8/2008   $5,497,339.16   $30,851.98   $27,389.88   $ 3,462.10   $5,493,877.07
   15     9/8/2008   $5,493,877.07   $30,851.98   $27,372.63   $ 3,479.35   $5,490,397.72
   16    10/8/2008   $5,490,397.72   $30,851.98   $26,472.87   $ 4,379.11   $5,486,018.61
   17    11/8/2008   $5,486,018.61   $30,851.98   $27,333.48   $ 3,518.50   $5,482,500.11
   18    12/8/2008   $5,482,500.11   $30,851.98   $26,434.79   $ 4,417.19   $5,478,082.92
   19     1/8/2009   $5,478,082.92   $30,851.98   $27,293.94   $ 3,558.04   $5,474,524.88
   20     2/8/2009   $5,474,524.88   $30,851.98   $27,276.21   $ 3,575.77   $5,470,949.11
   21     3/8/2009   $5,470,949.11   $30,851.98   $24,620.49   $ 6,231.49   $5,464,717.62
   22     4/8/2009   $5,464,717.62   $30,851.98   $27,227.35   $ 3,624.63   $5,461,092.99
   23     5/8/2009   $5,461,092.99   $30,851.98   $26,331.57   $ 4,520.41   $5,456,572.58
   24     6/8/2009   $5,456,572.58   $30,851.98   $27,186.77   $ 3,665.21   $5,452,907.37
   25     7/8/2009   $5,452,907.37   $30,851.98   $26,292.10   $ 4,559.88   $5,448,347.50
   26     8/8/2009   $5,448,347.50   $30,851.98   $27,145.79   $ 3,706.19   $5,444,641.30
   27     9/8/2009   $5,444,641.30   $30,851.98   $27,127.32   $ 3,724.66   $5,440,916.65
   28    10/8/2009   $5,440,916.65   $30,851.98   $26,234.29   $ 4,617.69   $5,436,298.96
   29    11/8/2009   $5,436,298.96   $30,851.98   $27,085.76   $ 3,766.22   $5,432,532.73
   30    12/8/2009   $5,432,532.73   $30,851.98   $26,193.86   $ 4,658.12   $5,427,874.62
   31     1/8/2010   $5,427,874.62   $30,851.98   $27,043.78   $ 3,808.20   $5,424,066.42
   32     2/8/2010   $5,424,066.42   $30,851.98   $27,024.81   $ 3,827.17   $5,420,239.25
   33     3/8/2010   $5,420,239.25   $30,851.98   $24,392.28   $ 6,459.70   $5,413,779.55
   34     4/8/2010   $5,413,779.55   $30,851.98   $26,973.56   $ 3,878.42   $5,409,901.13
   35     5/8/2010   $5,409,901.13   $30,851.98   $26,084.74   $ 4,767.24   $5,405,133.89
   36     6/8/2010   $5,405,133.89   $30,851.98   $26,930.48   $ 3,921.50   $5,401,212.39
   37     7/8/2010   $5,401,212.39   $30,851.98   $26,042.85   $ 4,809.13   $5,396,403.26
   38     8/8/2010   $5,396,403.26   $30,851.98   $26,886.98   $ 3,965.00   $5,392,438.26
   39     9/8/2010   $5,392,438.26   $30,851.98   $26,867.22   $ 3,984.75   $5,388,453.51
   40    10/8/2010   $5,388,453.51   $30,851.98   $25,981.33   $ 4,870.65   $5,383,582.86
   41    11/8/2010   $5,383,582.86   $30,851.98   $26,823.10   $ 4,028.87   $5,379,553.98
   42    12/8/2010   $5,379,553.98   $30,851.98   $25,938.42   $ 4,913.56   $5,374,640.42
   43     1/8/2011   $5,374,640.42   $30,851.98   $26,778.55   $ 4,073.43   $5,370,566.99
   44     2/8/2011   $5,370,566.99   $30,851.98   $26,758.25   $ 4,093.72   $5,366,473.27






                       BEGINNING                                                ENDING
PERIOD      DATE        BALANCE        PAYMENT     INTEREST     PRINCIPAL      BALANCE
------   ---------   -------------   ----------   ----------   ----------   -------------

   45     3/8/2011   $5,366,473.27   $30,851.98   $24,150.32   $ 6,701.66   $5,359,771.61
   46     4/8/2011   $5,359,771.61   $30,851.98   $26,704.47   $ 4,147.51   $5,355,624.10
   47     5/8/2011   $5,355,624.10   $30,851.98   $25,823.03   $ 5,028.94   $5,350,595.15
   48     6/8/2011   $5,350,595.15   $30,851.98   $26,658.75   $ 4,193.23   $5,346,401.92
   49     7/8/2011   $5,346,401.92   $30,851.98   $25,778.57   $ 5,073.41   $5,341,328.51
   50     8/8/2011   $5,341,328.51   $30,851.98   $26,612.58   $ 4,239.40   $5,337,089.11
   51     9/8/2011   $5,337,089.11   $30,851.98   $26,591.45   $ 4,260.52   $5,332,828.59
   52    10/8/2011   $5,332,828.59   $30,851.98   $25,713.12   $ 5,138.86   $5,327,689.73
   53    11/8/2011   $5,327,689.73   $30,851.98   $26,544.62   $ 4,307.36   $5,323,382.37
   54    12/8/2011   $5,323,382.37   $30,851.98   $25,667.58   $ 5,184.40   $5,318,197.97
   55     1/8/2012   $5,318,197.97   $30,851.98   $26,497.33   $ 4,354.65   $5,313,843.32
   56     2/8/2012   $5,313,843.32   $30,851.98   $26,475.63   $ 4,376.34   $5,309,466.98
   57     3/8/2012   $5,309,466.98   $30,851.98   $24,747.13   $ 6,104.85   $5,303,362.13
   58     4/8/2012   $5,303,362.13   $30,851.98   $26,423.41   $ 4,428.57   $5,298,933.57
   59     5/8/2012   $5,298,933.57   $30,851.98   $25,549.69   $ 5,302.29   $5,293,631.28
   60     6/8/2012   $5,293,631.28   $32,515.33   $26,374.93   $ 6,140.40   $5,287,490.88
   61     7/8/2012   $5,287,490.88   $32,515.33   $25,494.52   $ 7,020.81   $5,280,470.07
   62     8/8/2012   $5,280,470.07   $32,515.33   $26,309.36   $ 6,205.97   $5,274,264.09
   63     9/8/2012   $5,274,264.09   $32,515.33   $26,278.43   $ 6,236.90   $5,268,027.20
   64    10/8/2012   $5,268,027.20   $32,515.33   $25,400.67   $ 7,114.66   $5,260,912.54
   65    11/8/2012   $5,260,912.54   $32,515.33   $26,211.91   $ 6,303.42   $5,254,609.12
   66    12/8/2012   $5,254,609.12   $32,515.33   $25,335.97   $ 7,179.36   $5,247,429.76
   67     1/8/2013   $5,247,429.76   $32,515.33   $26,144.74   $ 6,370.59   $5,241,059.17
   68     2/8/2013   $5,241,059.17   $32,515.33   $26,112.99   $ 6,402.34   $5,234,656.83
   69     3/8/2013   $5,234,656.83   $32,515.33   $23,557.12   $ 8,958.21   $5,225,698.62
   70     4/8/2013   $5,225,698.62   $32,515.33   $26,036.46   $ 6,478.87   $5,219,219.76
   71     5/8/2013   $5,219,219.76   $32,515.33   $25,165.34   $ 7,349.99   $5,211,869.76
   72     6/8/2013   $5,211,869.76   $32,515.33   $25,967.56   $ 6,547.77   $5,205,322.00
   73     7/8/2013   $5,205,322.00   $32,515.33   $25,098.33   $ 7,417.00   $5,197,904.99
   74     8/8/2013   $5,197,904.99   $32,515.33   $25,897.98   $ 6,617.35   $5,191,287.65
   75     9/8/2013   $5,191,287.65   $32,515.33   $25,865.01   $ 6,650.32   $5,184,637.33
   76    10/8/2013   $5,184,637.33   $32,515.33   $24,998.59   $ 7,516.74   $5,177,120.59
   77    11/8/2013   $5,177,120.59   $32,515.33   $25,794.43   $ 6,720.90   $5,170,399.69
   78    12/8/2013   $5,170,399.69   $32,515.33   $24,929.94   $ 7,585.39   $5,162,814.31
   79     1/8/2014   $5,162,814.31   $32,515.33   $25,723.15   $ 6,792.18   $5,156,022.13
   80     2/8/2014   $5,156,022.13   $32,515.33   $25,689.31   $ 6,826.02   $5,149,196.10
   81     3/8/2014   $5,149,196.10   $32,515.33   $23,172.53   $ 9,342.80   $5,139,853.30
   82     4/8/2014   $5,139,853.30   $32,515.33   $25,608.75   $ 6,906.58   $5,132,946.72
   83     5/8/2014   $5,132,946.72   $32,515.33   $24,749.36   $ 7,765.97   $5,125,180.75
   84     6/8/2014   $5,125,180.75   $32,515.33   $25,535.64   $ 6,979.69   $5,118,201.06
   85     7/8/2014   $5,118,201.06   $32,515.33   $24,678.26   $ 7,837.07   $5,110,363.99
   86     8/8/2014   $5,110,363.99   $32,515.33   $25,461.82   $ 7,053.51   $5,103,310.48
   87     9/8/2014   $5,103,310.48   $32,515.33   $25,426.68   $ 7,088.65   $5,096,221.83
   88    10/8/2014   $5,096,221.83   $32,515.33   $24,572.28   $ 7,943.05   $5,088,278.78
   89    11/8/2014   $5,088,278.78   $32,515.33   $25,351.78   $ 7,163.55   $5,081,115.23
   90    12/8/2014   $5,081,115.23   $32,515.33   $24,499.44   $ 8,015.89   $5,073,099.35
   91     1/8/2015   $5,073,099.35   $32,515.33   $25,276.15   $ 7,239.18   $5,065,860.17
   92     2/8/2015   $5,065,860.17   $32,515.33   $25,240.09   $ 7,275.24   $5,058,584.93
   93     3/8/2015   $5,058,584.93   $32,515.33   $22,764.76   $ 9,750.57   $5,048,834.35






                       BEGINNING                                                ENDING
PERIOD      DATE        BALANCE        PAYMENT     INTEREST     PRINCIPAL      BALANCE
------   ---------   -------------   ----------   ----------   ----------   -------------

   94     4/8/2015   $5,048,834.35   $32,515.33   $25,155.26   $ 7,360.07   $5,041,474.28
   95     5/8/2015   $5,041,474.28   $32,515.33   $24,308.31   $ 8,207.02   $5,033,267.26
   96     6/8/2015   $5,033,267.26   $32,515.33   $25,077.69   $ 7,437.64   $5,025,829.62
   97     7/8/2015   $5,025,829.62   $32,515.33   $24,232.88   $ 8,282.45   $5,017,547.17
   98     8/8/2015   $5,017,547.17   $32,515.33   $24,999.37   $ 7,515.96   $5,010,031.21
   99     9/8/2015   $5,010,031.21   $32,515.33   $24,961.92   $ 7,553.41   $5,002,477.80
  100    10/8/2015   $5,002,477.80   $32,515.33   $24,120.28   $ 8,395.05   $4,994,082.75
  101    11/8/2015   $4,994,082.75   $32,515.33   $24,882.46   $ 7,632.87   $4,986,449.89
  102    12/8/2015   $4,986,449.89   $32,515.33   $24,043.00   $ 8,472.33   $4,977,977.55
  103     1/8/2016   $4,977,977.55   $32,515.33   $24,802.22   $ 7,713.11   $4,970,264.44
  104     2/8/2016   $4,970,264.44   $32,515.33   $24,763.79   $ 7,751.54   $4,962,512.90
  105     3/8/2016   $4,962,512.90   $32,515.33   $23,130.00   $ 9,385.33   $4,953,127.57
  106     4/8/2016   $4,953,127.57   $32,515.33   $24,678.41   $ 7,836.92   $4,945,290.65
  107     5/8/2016   $4,945,290.65   $32,515.33   $23,844.54   $ 8,670.79   $4,936,619.86
  108     6/8/2016   $4,936,619.86   $32,515.33   $24,596.16   $ 7,919.17   $4,928,700.69
  109     7/8/2016   $4,928,700.69   $32,515.33   $23,764.55   $ 8,750.78   $4,919,949.91
  110     8/8/2016   $4,919,949.91   $32,515.33   $24,513.10   $ 8,002.23   $4,911,947.69
  111     9/8/2016   $4,911,947.69   $32,515.33   $24,473.23   $ 8,042.10   $4,903,905.59
  112    10/8/2016   $4,903,905.59   $32,515.33   $23,645.00   $ 8,870.33   $4,895,035.26
  113    11/8/2016   $4,895,035.26   $32,515.33   $24,388.97   $ 8,126.36   $4,886,908.90
  114    12/8/2016   $4,886,908.90   $32,515.33   $23,563.05   $ 8,952.28   $4,877,956.61
  115     1/8/2017   $4,877,956.61   $32,515.33   $24,303.88   $ 8,211.45   $4,869,745.16
  116     2/8/2017   $4,869,745.16   $32,515.33   $24,262.96   $ 8,252.37   $4,861,492.80
  117     3/8/2017   $4,861,492.80   $32,515.33   $21,877.80   $10,637.53   $4,850,855.26
  118     4/8/2017   $4,850,855.26   $32,515.33   $24,168.85   $ 8,346.48   $4,842,508.78
  119     5/8/2017   $4,842,508.78   $32,515.33   $23,348.96   $ 9,166.37   $4,833,342.41

                                    ANNEX B

    CERTAIN CHARACTERISTICS REGARDING MULTIFAMILY PROPERTIES IN LOAN GROUP 2


                                      B-1



ANNEX B

CERTAIN CHARACTERISTICS REGARDING MULTIFAMILY PROPERTIES IN LOAN GROUP 2



LOAN #  ORIGINATOR(1)              PROPERTY NAME                                          STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

  6     MLML           Millbridge Apartments                 1341 Blackwood Clemonton Road
 10     PNC            Broadstone Vista Ridge                160 East Vista Ridge Mall Drive
 14     MLML           Boca West                             Various
14.1    MLML           Savannah Place Apartments             22352 Calibre Court
14.2    MLML           Somerset Apartments                   5614 Wellesley Park Drive
        PNC            AOH Portfolio Roll-up                 Various
 16     PNC            Oak Hollow Apartments                 7201 Wood Hollow Drive
 17     PNC            Meadow Creek Apartments               6416 York Meadow
 18     PNC            Briar Creek Apartments                1300 Wilcrest Drive
 20     PNC            Walnut Ridge Apartments               5757 South Staples Street
 23     MLML           Sawgrass Apartments                   1640 Northwest 128th Drive
 24     Artesia        Palmilla Apartments                   5815, 5845 and 5855 Nuevo Leon Street; 5820, 5825, 5835, 5850, 5860 and
                                                             5865 Palmilla Sreet; 5830, 5840 and 5870 Barbosa Drive; 5920 Palmilla
                                                             Street #11 and 12; 5925 Palmilla Street #3, 7, 8, 10 and 11; 5945
                                                             Palmilla Street #7; 5915 Nuevo Leon Street #1, 4, 9, 10 and 12
 29     CRF            Reserve Lofts                         409 West Olympic Boulevard
 30     CRF            Willow Springs Apartments             4227 North 27th Avenue
 31     CRF            Village Commons - Corinthian College  2075 Venture Drive
 43     CRF            Mallard Pointe                        802 45th Street NE
 46     PNC            The Villas of Waterford               8510 East 29th Street North
 50     CRF            Evergreen Apartments - Las Vegas      5400 Cheyenne Avenue
 54     MLML           Verano Terrace Apartments             25445 Sunnymead Boulevard
 56     CRF            Meadow Manor MHC                      49 Blanca Lane
 58     CRF            870 Hilgard Apartments                870 Hilgard Avenue
 60     PNC            Hollister Place Apartments            6565 Hollister Road
 64     CRF            Lakes at Stone Mountain               5100 West Mountain Street
 68     PNC            Willow Brooke Apartments              14419 Hellenic Drive
 70     MLML           Westdale Court Apartments             2155 Westdale Drive Southwest
 77     PNC            Westminster Chase Apartments          6910-6911 Interbay Boulevard
 91     MLML           Monarch Terrace Apartments            23215 Ironwood Avenue
 92     MLML           Schooner Cove Apartments              5050 Schooner Cove Boulevard
 97     CRF            Southern Cove Apartments              1700 East Viking Road
 101    CRF            Hillwood Apartments                   1 Gatsby Drive
 112    MLML           Jennifer Meadows                      4800 Raleigh LaGrange Road
 121    CRF            Eastmark at Wolfpen Apart             2400 Central Park Lane
 130    CRF            Willow Green                          2500 West Mount Houston Road
 140    CRF            Ridgewood Apartments - Las Vegas      3355 South Arville Street
 143    MLML           Eastbrooke Apartments                 11894 East 13 Mile Road
 145    MLML           Tall Grass Apartments                 1209 West Battlefield
 153    CRF            Murphy - Autumn Hills Apartments      4483 Flat Shoals Road
 154    CRF            Murphy - Park Bridge Apartments       4694 Cowan Road
 155    CRF            Murphy - Sandpiper Apartments         400 Sandpiper Lane
 167    PNC            Holmdel Pointe Apartments             36 Center Street
 170    Artesia        Cedar Springs Apartments              4835 North Cedar Avenue
 172    MLML           Ashton Lake Apartments                2610 Marfitt Road
 175    CRF            Dauphine Apartments                   2515 West Frierson Avenue
 179    PNC            Columbia Court & Frazee Avenue        624,656,670 Frazee and 818,903,907,915,921,929,935 Thurstin Avenue
                       Apartments Apartments
 181    CRF            Apple Valley Apartments               9552 Apple Valley Drive
 184    PNC            Shadow Wood Apartments                1001 McKeen Place
 189    PNC            Savannah House of Norman              2500 Meadowood Boulevard
 194    PNC            Enterprise Square Apartments          506, 514, 524 North Enterprise and 422 East Merry Street
 202    MLML           New Castle Apartments                 5700 Roper Street
 205    CRF            222 S Tower Drive Apartments          222-228 South Tower Drive
 209    CRF            The Lakes Apartments                  1001 East Redbud Avenue
 210    Artesia        Autumn Woods Apartments               1301 & 1305 15th Street Northeast
 235    CRF            JoPa Mobile Home Community            2006 Prater Way
 238    CRF            Pasadena Los Robles Apts              157 South Los Robles Avenue
 242    CRF            Waterside Apartments - Ron Glas       3640 49th Avenue North
 244    CRF            Cloverdale Apartments2                364 South Cloverdale Avenue
 245    Artesia        Oaks and Silver Oaks Apartments       Various
245.1   Artesia        The Oaks Apartments                   4301 West Okmulgee Street
245.2   Artesia        Silver Oaks Apartments                4315 West Okmulgee Street
 248    CRF            Johnson City Apartments               3000, 3002, 3006, 3008 South Road Street
 254    CRF            Windsor Place Townhomes               2 Windsor Drive
 259    CRF            Webster Court Apartments              400 Mars Street
 260    PNC            Lakewood Gardens                      3272 S. Lakewood Avenue
 261    CRF            Bestland Independent Living           606 East Best Avenue
 262    CRF            4750 Sepulveda                        4750 Sepulveda Boulevard
 265    CRF            Kittridge Street Apartments           11820 Kittridge Street
 273    PNC            Laurel Apartments                     321 West Laurel
 274    CRF            Hull Student Housing                  1416-1428 Haslett Road and 1127 North Hagadorn
 276    PNC            Gulf Royale Apartments                1320 31st Street North
 285    MLML           Cypress Village Apartments            5057 West 4th Street
 287    CRF            French Quarter Apartments             6400 North Armenia Avenue
 293    CRF            Roosevelt Townhomes                   12545 Roosevelt Way Northeast
 298    CRF            Oxnard Apartments                     14023-14027 Oxnard Street
 308    CRF            Woodlands Apts Warner Robbins         319 Bradly Drive
 315    PNC            Peachtree Garden Apartments           1000 North Mustang Road
 317    CRF            Shadow Park Apartments                3401 12th Avenue
 326    CRF            Debbie Manor                          13412 Vanowen Street


                                                              NUMBER OF         PROPERTY        PROPERTY            CUT-OFF DATE
LOAN #          CITY        STATE  ZIP CODE       COUNTY      PROPERTIES          TYPE          SUBTYPE              BALANCE ($)
--------------------------------------------------------------------------------------------------------------------------------

  6     Clementon            NJ     08021    Camden               1       Multifamily           Garden                40,000,000
 10     Lewisville           TX     75067    Denton               1       Multifamily           Garden                33,300,000
 14     Boca Raton           FL     33433    Palm Beach           2       Multifamily           Garden                28,860,922
14.1    Boca Raton           FL     33433    Palm Beach           1       Multifamily           Garden                18,470,990
14.2    Boca Raton           FL     33433    Palm Beach           1       Multifamily           Garden                10,389,932
        Various              TX    Various   Various              3       Multifamily           Garden                27,424,101
 16     Austin               TX     78731    Travis               1       Multifamily           Garden                18,249,492
 17     Houston              TX     77084    Harris               1       Multifamily           Garden                 6,806,163
 18     Houston              TX     77042    Harris               1       Multifamily           Garden                 2,368,445
 20     Corpus Christi       TX     78413    Nueces               1       Multifamily           Garden                25,000,000
 23     Sunrise              FL     33323    Broward              1       Multifamily           Garden                21,146,288
 24     North Las Vegas      NV     89031    Clark                1       Multifamily           Garden                20,150,000
 29     Los Angeles          CA     90015    Los Angeles          1       Multifamily           Mid/High Rise         18,000,000
 30     Phoenix              AZ     85017    Maricopa             1       Multifamily           Garden                17,800,000
 31     Laramie              WY     82072    Albany               1       Multifamily           Student Housing       17,290,000
 43     Auburn               WA     98002    King                 1       Multifamily           Garden                14,700,000
 46     Wichita              KS     67226    Sedgwick             1       Multifamily           Garden                14,600,000
 50     Las Vegas            NV     89108    Clark                1       Multifamily           Garden                14,200,000
 54     Moreno Valley        CA     92553    Riverside            1       Multifamily           Garden                13,825,000
 56     Watsonville          CA     95076    Santa Cruz           1       Manufactured Housing  Mobile Home Park      13,750,000
 58     Los Angeles          CA     91606    Los Angeles          1       Multifamily           High Rise             13,350,000
 60     Houston              TX     77040    Harris               1       Multifamily           Garden                13,000,000
 64     Stone Mountain       GA     30083    Dekalb               1       Multifamily           Garden                12,100,000
 68     Tampa                FL     33613    Hillsborough         1       Multifamily           Garden                11,500,000
 70     Cedar Rapids         IA     52404    Linn                 1       Multifamily           Garden                11,250,000
 77     Tampa                FL     33616    Hillsborough         1       Multifamily           Garden                10,400,000
 91     Moreno Valley        CA     92557    Riverside            1       Multifamily           Garden                 9,130,000
 92     Ypsilanti Township   MI     48197    Washtenaw            1       Multifamily           Garden                 9,040,000
 97     Las Vegas            NV     89119    Clark                1       Multifamily           Garden                 8,800,000
 101    Montgomery           AL     36106    Montgomery           1       Multifamily           Garden                 8,250,000
 112    Memphis              TN     38128    Shelby               1       Multifamily           Garden                 7,600,000
 121    College Station      TX     77840    Brazos               1       Multifamily           Garden                 7,386,582
 130    Houston              TX     77038    Harris               1       Manufactured Housing  Mobile Home Park       7,100,000
 140    Las Vegas            NV     89102    Clark                1       Multifamily           Garden                 6,491,231
 143    Warren               MI     48093    Macomb               1       Multifamily           Garden                 6,340,000
 145    Springfield          MO     65807    Greene               1       Multifamily           Garden                 6,094,606
 153    Union City           GA     30291    Fulton               1       Multifamily           Garden                 5,800,000
 154    Acworth              GA     30101    Cobb                 1       Multifamily           Garden                 5,800,000
 155    Casselberry          FL     32707    Seminole             1       Multifamily           Garden                 5,800,000
 167    Keyport              NJ     07735    Monmouth             1       Multifamily           Garden                 5,500,000
 170    Fresno               CA     93726    Fresno               1       Multifamily           Garden                 5,300,000
 172    East Lansing         MI     48823    Ingham               1       Multifamily           Garden                 5,280,000
 175    Tampa                FL     33614    Hillsborough         1       Multifamily           Garden                 5,254,685
 179    Bowling Green        OH     43402    Wood                 1       Multifamily           Student Housing        5,000,000
 181    Independence         KY     41051    Kenton               1       Multifamily           Garden                 4,995,724
 184    Monroe               LA     71201    Ouachita             1       Multifamily           Garden                 4,896,000
 189    Norman               OK     73071    Cleveland            1       Multifamily           Garden                 4,786,835
 194    Bowling Green        OH     43402    Wood                 1       Multifamily           Student Housing        4,657,000
 202    East Ridge           TN     37412    Hamilton             1       Multifamily           Garden                 4,360,000
 205    Beverly Hills        CA     90211    Los Angeles          1       Multifamily           Garden                 4,250,000
 209    McAllen              TX     78504    Hildalgo             1       Multifamily           Garden                 4,100,000
 210    Sauk Rapids          MN     56379    Benton               1       Multifamily           Garden                 4,096,337
 235    Sparks               NV     89431    Washoe               1       Manufactured Housing  Mobile Home Park       3,500,000
 238    Pasadena             CA     91101    Los Angeles          1       Multifamily           Garden                 3,400,000
 242    St. Petersburg       FL     33714    Pinellas             1       Multifamily           Garden                 3,356,960
 244    Los Angeles          CA     90036    Los Angeles          1       Multifamily           Garden                 3,300,000
 245    Muskogee             OK     74401    Muskogee             2       Multifamily           Garden                 3,296,992
245.1   Muskogee             OK     74401    Muskogee             1       Multifamily           Garden                 2,197,994
245.2   Muskogee             OK     74401    Muskogee             1       Multifamily           Garden                 1,098,997
 248    Johnson City         TN     37601    Washington           1       Multifamily           Garden                 3,200,000
 254    Maumelle             AR     72113    Pulaski              1       Multifamily           Garden                 2,993,691
 259    Petersburg           VA     23803    Petersburg City      1       Multifamily           Garden                 2,879,651
 260    Tulsa                OK     74135    Tulsa                1       Multifamily           Garden                 2,844,477
 261    Coeur d'Alene        ID     83814    Kootenai             1       Multifamily           Independent Living     2,796,805
 262    Sherman Oaks         CA     91403    Los Angeles          1       Multifamily           Garden                 2,750,000
 265    North Hollywood      CA     91606    Los Angeles          1       Multifamily           Garden                 2,700,000
 273    San Antonio          TX     78212    Bexar                1       Multifamily           Garden                 2,496,606
 274    East Lansing         MI     48823    Ingham               1       Multifamily           Garden                 2,480,000
 276    Texas City           TX     77590    Galveston            1       Multifamily           Garden                 2,400,000
 285    Hattiesburg          MS     39402    Lamar                1       Multifamily           Garden                 2,260,000
 287    Tampa                FL     33604    Hillsborough         1       Multifamily           Garden                 2,220,641
 293    Seattle              WA     98125    King                 1       Multifamily           Garden                 2,147,225
 298    Van Nuys             CA     91401    Los Angeles          1       Multifamily           Garden                 2,000,000
 308    Warner Robins        GA     31088    Houston              1       Multifamily           Garden                 1,680,000
 315    Mustang              OK     73064    Canadian             1       Multifamily           Garden                 1,323,834
 317    Council Bluffs       IA     51501    Pottawattamie        1       Multifamily           Garden                 1,227,500
 326    Van Nuys             CA     91405    Los Angeles          1       Multifamily           Garden                   853,337


                                                                       PADS            STUDIOS             1 BEDROOM
        CUT-OFF DATE   LOAN                                        ------------  -------------------  -------------------
           BALANCE     GROUP                OCCUPANCY     TOTAL    AVG RENT PER    #    AVG RENT PER    #    AVG RENT PER
LOAN #  PER UNIT ($)  1 OR 2  OCCUPANCY %     DATE     UNITS/PADS     MO. ($)    UNITS     MO. ($)    UNITS     MO. ($)
-------------------------------------------------------------------------------------------------------------------------

  6        47,169.81    2        91.50      2/20/2007      848                                         648        733
 10        89,516.13    2        90.32      3/19/2007      372                                         180        885
 14        97,174.82    2        97.62      3/16/2007      297                                         144       1,028
14.1                    2        96.30      3/16/2007      191                                          96       1,084
14.2                    2        100.00     3/16/2007      106                                          48        917
           39,802.76    2        90.85      1/29/2007      689                     14        530       478        600
 16        39,802.76    2        90.95      1/29/2007      409                     14        530       318        644
 17        39,802.76    2        89.06      1/29/2007      192                                          96        515
 18        39,802.76    2        94.32      1/29/2007      88                                           64        512
 20        35,511.36    2        92.20      3/13/2007      704                                         384        534
 23       118,799.37    2        95.50      1/22/2007      178                                          48       1,128
 24       128,343.95    2        63.06      3/12/2007      157
 29       227,848.10    2        83.54       1/1/2007      79                                           79       2,672
 30        38,034.19    2        95.94      3/12/2007      468                                         252        553
 31       102,916.67    2        100.00     2/19/2007      168
 43        81,666.67    2        97.80       4/2/2007      180                                          60        675
 46        62,931.03    2        95.26       4/2/2007      232                                         104        644
 50        62,280.70    2        92.50      2/13/2007      228                                         129        700
 54       101,654.41    2        97.10      4/25/2007      136                     8         850        34        975
 56        53,921.57    2        99.60      4/19/2007      255          444
 58       173,376.62    2        98.70      3/28/2007      77                      15       1,265       46       1,874
 60        50,000.00    2        92.69      1/31/2007      260                                         140        688
 64        43,214.29    2        94.30      4/11/2007      280                                          20        605
 68        46,370.97    2        89.52      3/21/2007      248                                         120        680
 70        23,834.75    2        98.10       3/1/2007      472                                         344        361
 77        46,428.57    2        88.84      3/21/2007      224                                         156        627
 91        99,239.13    2        92.40       4/1/2007      92                                           44        925
 92        39,649.12    2        93.00      4/16/2007      228                     5         580        69        659
 97        88,000.00    2        99.00      2/28/2007      100
 101       69,915.25    2        94.10      12/7/2006      118
 112       33,928.57    2        93.80      1/29/2007      224                                          64        515
 121       41,969.22    2        97.16       3/1/2007      176                                          80        500
 130       23,745.82    2        95.30       4/2/2007      299          263
 140       57,957.42    2        96.43       3/5/2007      112                                          24        675
 143       36,022.73    2        96.00      4/16/2007      176                                          56        610
 145       39,067.98    2        95.50      3/11/2007      156                                          36        575
 153       30,366.49    2        97.90       5/1/2007      191                                          32        570
 154       26,851.85    2        90.30      5/31/2007      216                     25        458       152        538
 155       29,591.84    2        99.00       5/1/2007      196                                          80        595
 167       77,464.79    2        97.18       3/1/2007      71                      10        775        45        890
 170       56,989.25    2        93.50     12/31/2006      93                      24        595        28        695
 172       44,000.00    2        100.00     3/20/2007      120                     1         450        48        679
 175       39,808.22    2        95.45       2/1/2007      132                     25        525        51        655
 179       43,478.26    2        100.00     4/17/2007      115
 181       46,256.70    2        92.59      12/6/2006      108
 184       40,800.00    2        95.00      3/27/2007      120                                          64        589
 189       47,868.35    2        30.00      4/16/2007      100                                          40        477
 194       52,920.45    2        100.00     4/19/2007      88                                           48        462
 202       30,068.97    2        93.80       4/1/2007      145                     4         336        93        427
 205      118,055.56    2        100.00      3/7/2007      36                                           28       1,511
 209       51,250.00    2        93.80      3/15/2007      80                                           24        575
 210       49,955.33    2        100.00     3/19/2007      82                      6         475        30        590
 235       34,653.47    2        94.10      3/28/2007      101          386
 238      113,333.33    2        96.70      2/15/2007      30                      22       1,000       8        1,750
 242       32,911.37    2        98.00       2/1/2007      102                                          51        563
 244      194,117.65    2        94.10       2/8/2007      17                      2         800        6        1,950
 245       22,582.13    2        99.32     12/31/2006      146                                          54        358
245.1                   2        98.96     12/31/2006      96                                           48        360
245.2                   2        100.00    12/31/2006      50                                           6         345
 248       47,058.82    2        100.00      3/6/2007      68                                           38        410
 254       41,579.04    2        94.40      3/31/2007      72
 259       32,355.63    2        93.30      2/17/2007      89
 260       22,575.22    2        92.06      3/27/2007      126                                          35        392
 261       34,528.46    2        92.59      2/20/2007      81                      41       1,149       32       1,514
 262      144,736.84    2        100.00     4/30/2007      19                                           4        1,421
 265       58,695.65    2        100.00     2/27/2007      46                                           11        925
 273       22,093.86    2        86.70       3/7/2007      113                                         112        462
 274       39,365.08    2        96.82      1/29/2007      63                      1         475        45        531
 276       26,666.67    2        98.89      3/31/2007      90                                           34        466
 285       75,333.33    2        93.30      2/28/2007      30
 287       38,286.91    2        94.80       2/1/2007      58                                           26        650
 293      165,171.17    2        100.00     1/24/2007      13
 298       50,000.00    2        100.00     4/25/2007      40                      40        700
 308       19,534.88    2        100.00      3/1/2007      86                                           44        401
 315       40,116.19    2        100.00     2/15/2007      33                                           8         450
 317       34,097.22    2        94.44       2/8/2007      36                                           12        590
 326       50,196.30    2        100.00     6/19/2006      17                      2         525        10        825


             2 BEDROOM            3 BEDROOM            4 BEDROOM
        -------------------  -------------------  -------------------
          #    AVG RENT PER    #    AVG RENT PER    #    AVG RENT PER  UTILITIES    ELEVATOR
LOAN #  UNITS     MO. ($)    UNITS     MO. ($)    UNITS     MO. ($)    TENANT PAYS   PRESENT
--------------------------------------------------------------------------------------------

  6      200        868                                                E, S         No
 10      160       1,126      32       1,400                           E            No
 14      151       1,258       2       1,568                           E, S, W      No
14.1      93       1,369       2       1,568                           E, S, W      No
14.2      58       1,081                                               E, S, W      No
         168        788       29        882                            Various      No
 16       72        873        5       1,050                           E, G, W      No
 17       72        748       24        847                            E            No
 18       24        650                                                E, W         No
 20      296        675       24        920                            E, W         No
 23       88       1,365      42       1,520                           E, S, W      No
 24       26       1,100      92       1,265        39       1,450     E, G         No
 29                                                                    E            Yes
 30      216        715                                                E            No
 31       72       1,279                            96       1,592     None         No
 43      106        764       14        948                            E, G, S, W   No
 46      128        742                                                E,G,S,W      No
 50       99        822                                                None         No
 54       94       1,138                                               E, G, S, W   No
 56                                                                    E, G, S, W   No
 58       16       2,435                                               E            Yes
 60       96        813       24        950                            E, W         No
 64      178        665       82        791                            E, S, W      No
 68      128        940                                                E,G,S,W      No
 70      128        484                                                E            No
 77       68        808                                                E, G         No
 91       48       1,145                                               E, G, S, W   No
 92      154        760                                                E, G, S, W   No
 97      100        895                                                E            No
 101      60        740       58        859                            E            No
 112     128        610       32        705                            E            No
 121      96        650                                                E            No
 130                                                                   E, G, S, W   No
 140      88        725                                                E            No
 143     120        713                                                E, G, S, W   No
 145     102        633       18        774                            E, G, S, W   No
 153     159        665                                                E            No
 154      39        716                                                E            No
 155      78        794       38        904                            E            No
 167      16       1,125                                               E            No
 170      41        750                                                E, G         No
 172      71        785                                                E            No
 175      56        769                                                E            No
 179      42        650       73        794                            E, G         No
 181      84        670       24        830                            E, G, S, W   No
 184      52        696        4        879                            E            No
 189      60        644                                                E            No
 194                          40        990                            E, G         No
 202      48        507                                                E, W         No
 205      6        2,517       2       3,500                           None         No
 209      56        702                                                None         No
 210      38        732        8        881                            E            No
 235                                                1         975      E, G, S, W   No
 238                                                                   E, S, W      No
 242      51        753                                                E, G         No
 244      9        2,372                                               None         Yes
 245      92        446                                                E            No
245.1     48        465                                                E            No
245.2     44        426                                                E            No
 248      22        766        8        943                            E, G, W      No
 254      66        650        6        775                            E, S, W      No
 259      89        575                                                E            No
 260      91        496                                                E, W, S      No
 261      8        1,700                                               None         Yes
 262      15       1,786                                               E, G         No
 265      35       1,196                                               E            No
 273      1         600                                                E,W,S        No
 274      17        696                                                E, G, S, W   No
 276      48        604        8        679                            E            No
 285      30        850                                                E, G, S, W   No
 287      32        750                                                E, G         No
 293      13       1,550                                               E, S, W      No
 298                                                                   E            No
 308      42        519                                                E, G, S, W   No
 315      25        603                                                E, W, S      No
 317      24        677                                                E, G         No
 326      5        1,000                                               E, G         No




                              FOOTNOTES TO ANNEX B

1    CRF -- Countrywide  Commercial Real Estate  Finance,  Inc., MLML -- Merrill
     Lynch Mortgage Lending,  Inc., PNC -- PNC Bank, National Association,  AMCC
     -- Artesia Mortgage Capital Corporation.



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                    ANNEX C

           DESCRIPTION OF THE TEN LARGEST MORTGAGE LOANS OR GROUPS OF
                       CROSS-COLLATERALIZED MORTGAGE LOANS


                                       C-1



                                                                         ANNEX C
ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

ONE PACIFIC PLAZA


                         [2 PHOTOS OF ONE PACIFIC PLAZA]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                      Huntington Beach, CA
Property Type                                                            Office
Size (Square Feet)                                                      428,244
Percentage Physical Occupancy as of May 8, 2007                           95.2%
Year Built                                                                 1984
Year Renovated                                                             2007
Appraisal Value                                                    $139,000,000
# of Tenant Leases                                                           55
Average Rent Per Square Foot                                             $25.52
Underwritten Economic Occupancy                                           94.5%
Underwritten Revenues                                               $13,369,182
Underwritten Total Expenses                                          $5,322,035
Underwritten Net Operating Income (NOI)                              $8,047,146
Underwritten Net Cash Flow (NCF)                                     $7,981,134
2007 NOI (T-3 Annualized)                                            $5,984,400
2006 NOI                                                             $5,598,991
2005 NOI                                                             $5,816,129
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                   May 10, 2007
Cut-off Date Principal Balance                                     $105,000,000
Cut-off Date Loan Balance Per Square Foot                                  $245
Percentage of Initial Mortgage Pool Balance                                3.8%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.6890%
Amortization Type                                                 Interest Only
IO Period (Months)                                                           72
Original Term to Maturity/ARD (Months)                                       72
Original Amortization Term (Months)                                         NAP
Original Call Protection                                    LO(24),Def(46),O(2)
Lockbox                                                        Soft at Closing,
                                                                 Springing Hard
Cut-off Date LTV Ratio                                                    75.5%
LTV Ratio at Maturity or ARD                                              75.5%
Underwritten DSCR on NOI                                                  1.33x
Underwritten DSCR on NCF                                                  1.31x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        1



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                           [MAP OF ONE PACIFIC PLAZA]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        2



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "One Pacific Plaza Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering the fee interest
in a Class "A" office complex (the "One Pacific Plaza Property") located in
Huntington Beach, California. The One Pacific Plaza Loan represents
approximately 3.8% of the initial mortgage pool balance and approximately 4.8%
of the initial loan group 1 balance.

The One Pacific Plaza Loan was originated on May 10, 2007 and has a principal
balance as of the cut-off date of $105,000,000. The One Pacific Plaza Loan has a
remaining term of 72 months and is scheduled to mature June 8, 2013. The One
Pacific Plaza Loan permits defeasance with United States government obligations
beginning two years after the closing date of the series 2007-7 securitization
trust. The One Pacific Plaza Loan may be prepaid on or after May 8, 2013 without
penalty.

THE PROPERTY. The One Pacific Plaza Property consists of two 6-story
multi-tenant Class "A" office buildings totaling 189,165 square feet ("sf"), one
12-story multi-tenant Class "A" office building containing 193,081 sf, one
restaurant containing 9,998 sf, and one fitness center containing 36,000 sf for
a total of 428,244 sf of net rentable area. The subject was built in phases with
the first phase starting in 1984 and the last phase, which is scheduled to be
delivered to the tenant 24 Hour Fitness this month. The One Pacific Plaza
Property is equipped with a six level parking garage containing 1,263 spaces and
surface parking for 356 vehicles. On the subject premises but not included in
the collateral is a 224-room hotel, a 4-story medical building, and two
additional restaurants. There is a newly signed lease for signage which is
visable by approximately 250,000 commuters daily on the Interstate 405 freeway.

The One Pacific Plaza Property is located on the north side of Center Avenue
immediately south of Interstate 405, the main freeway in the area which connects
Orange County to Los Angeles County in the west and San Diego County in the
southeast. Freeway access is provided via five north-south and two east-west
thoroughfares. Additionally, the John Wayne and Long Beach airports are located
approximately eleven and thirteen miles from the property, respectively.

The One Pacific Plaza Property is currently 95.2% leased to 53 office tenants
(382,246 square feet) and 2 retail tenants (45,998 square feet). The following
table presents certain information relating to the major tenants at the One
Pacific Plaza Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                                TENANT INFORMATION
                                                                ------------------
                                                                 CREDIT RATINGS      SQUARE                BASE RENT       LEASE
TENANT NAME                       PARENT COMPANY                (MOODY'S/S&P)(1)      FEET      % OF GLA      PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Triad Financial Corporation       NAP                                 B3/B            62,885     14.7%      $ 26.40    2/29/2008(2)
24 Hour Fitness                   Fitness Holdings Inc.               B1/NR           36,000      8.4         24.30    3/31/2022
Platt College, Anaheim, Inc.      NAP                                 NR/NR           35,272      8.2         25.69    10/27/2013
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                               134,157     31.3%      $ 25.65
------------------------------------------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   See "Escrows" herein for additional information.

The following table presents certain information relating to the lease rollover
schedule at the One Pacific Plaza Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                     LEASE ROLLOVER SCHEDULE(1)
                                                     --------------------------
                                                                             CUMULATIVE
                         #                                                      % OF      CUMULATIVE   CUMULATIVE     CUMULATIVE %
                     OF LEASES     TOTAL SF    % OF TOTAL SF                  TOTAL SF     TOTAL SF       TOTAL      OF BASE ACTUAL
      YEAR           EXPIRING      EXPIRING      EXPIRING       REVENUES      EXPIRING     EXPIRING     REVENUES      RENT ROLLING
------------------------------------------------------------------------------------------------------------------------------------

     Vacant             NAP           20,646        4.8%       $         0       4.8%       20,646     $         0          0.0%
       MTM               1             1,338        0.3             34,548       5.1        21,984          34,548          0.3
      2007               7            29,728        6.9            820,992      12.1        51,712         855,540          8.2
      2008              18            86,140       20.1          2,245,268      32.2       137,852       3,100,808         29.8
      2009              13            64,681       15.1          1,693,998      47.3       202,533       4,794,806         46.1
      2010              12            44,070       10.3          1,001,519      57.6       246,603       5,796,325         55.7
      2011               6            42,297        9.9          1,069,680      67.5       288,900       6,866,005         66.0
      2012               6            49,524       11.6          1,389,040      79.0       338,424       8,255,045         79.4
      2013               2            45,270       10.6          1,068,640      89.6       383,694       9,323,685         89.6
      2014               1             5,500        1.3            174,900      90.9       389,194       9,498,585         91.3
      2015               0                 0        0.0                  0      90.9       389,194       9,498,585         91.3
      2016               0                 0        0.0                  0      90.9       389,194       9,498,585         91.3
      2017               0                 0        0.0                  0      90.9       389,194       9,498,585         91.3
   Thereafter            2            39,050        9.1            902,330     100.0       428,244      10,400,915        100.0
------------------------------------------------------------------------------------------------------------------------------------
      TOTAL             68           428,244      100.0%       $10,400,915
------------------------------------------------------------------------------------------------------------------------------------


(1)   Information obtained from the One Pacific Plaza Borrower's rent roll dated
      May 8, 2007.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        3



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE MARKET(1). The One Pacific Plaza Property is located in the West Orange
County submarket of the Orange County office market. The submarket contains 84
buildings totaling more than 5.0 million square feet of office space,
representing 5.3% of the market's inventory. As of the Fourth Quarter 2006, the
market vacancy rate was 7.9% with the submarket at 6.0%. Average market and
submarket rents for the same period were $29.52 psf and $25.32 psf,
respectively. The average rents at the One Pacific Plaza Property of $25.52 psf
are in line with the submarket.

The One Pacific Plaza Borrower intends to develop the One Pacific Plaza Property
to incorporate residential, office and retail components. In effectuating the
foregoing, the sponsors of the One Pacific Plaza Borrower also own a lifestyle
center with anchors including a 20 screen movie theater, Barnes & Noble, Circuit
City, Bed, Bath & Beyond and restaurants such as The Cheesecake Factory and
Romano's Macaroni Grill. The residential component of the master plan is still
in its early stages.

The Orange County Market has seen steady growth. As of November 2006, the market
features an unemployment rate of 3.4%, which is down 6% from the November 2005
unemployment rate of 3.6%. During the same time the average rents have increased
3% from $28.56 psf to $29.52 psf. Orange County's mean household income of
$89,328 is the highest of all Southern California Counties. Population in the
one, three and five mile radius is 22,070, 228,023 and 539,876, respectively
with median household incomes of $72,870, $74,490, and $79,802, respectively.
Major employers in the county include the Walt Disney Company, University of
California, Irvine, Boeing Company and Ameriquest Capital Corporation.

THE BORROWER. The borrower is a joint venture between DJM Capital and Capmark
Investments as tenants in common (the "One Pacific Plaza Borrower"). The One
Pacific Plaza Borrower is comprised of three members, each holding between
4.794% to a 86.30% ownership interest. Bella Terra Office JV, LLC holds the
controlling interest with 86.30% control of the One Pacific Plaza Borrower,
followed by AIP Bella Terra, LLC with a 8.866% ownership interest, and Encino
Bella Terra, LLC with a 4.794% ownership interest.

DJM Capital Partners ("DJM") is the managing member of the One Pacific Plaza
Borrower and owns and acquires institutional quality real estate in California
and the West Coast. DJM has experience in all asset types and since its
inception in 1992 has acquired and sold in excess of $750 million in investment
properties.

Capmark Investments LP ("Capmark") manages equity and mortgage--related
investments in public and private markets with approximately $13.7 billion in
investments under management and supervision. Commercial Equity Investors, a
subsidiary of the Capmark Finance Group (S&P: BBB-), guaranteed $2.5 million for
tenant improvements and leasing commissions at the One Pacific Plaza Property.

REVERSE 1031 EXCHANGE. As of the closing date, the sole member of Encino Bella
Terra, LLC ("Encino"), one of the members of the One Pacific Plaza Borrower, is
First American Exchange Corp. ("First American") on account of a contemplated
1031 exchange. The loan agreement provides for a mandatory transfer that must
occur within ninety (90) days of closing date of the One Pacific Plaza Loan
whereby First American is required to transfer all of its membership interests
in Encino to Bella Terra Retail Group, LLC ("Bella") which is owned and
controlled by DJM and the guarantors. Failure of the mandatory transfer to occur
will result in an event of default under the related loan documents, which will
trigger full recourse obligations to the One Pacific Plaza Borrower and
guarantors. For so long as First American is the sole member of Encino, Encino
is required to enter into a net lease of its interest in the One Pacific Plaza
Property to Bella. Such lease is fully subordinated to the mortgage and loan
documents. Upon the mandatory transfer as set forth above, such lease will
terminate.

PROPERTY MANAGEMENT. The One Pacific Plaza Property will be managed by DJM
Capital Partners, an affiliate of the One Pacific Plaza Borrower.

LOCKBOX. Soft lockbox with springing cash management period commencing upon (a)
the date upon which the debt service coverage ratio ("DSCR") for the One Pacific
Plaza Property, as reasonably determined by lender, for the immediately
preceding three (3) month period is less than 1.05 to 1.00 on an interest only
basis, and ending on the date the DSCR equals or exceeds 1.20 to 1.00 on an
interest only basis for the immediately preceding three (3) month period, (b)
the date upon which an event of default occurs under the One Pacific Plaza Loan
documents and ending on the date that such event of default is cured or (c) if
the One Pacific Plaza Borrower fails to make immediate repairs to the signage
outlined in the loan documents.

(1)   Certain information obtained from the appraisal of the One Pacific Plaza
      Property dated April 4, 2007. The appraisal relies on many assumptions,
      and no representation is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        4



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the One Pacific Plaza Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                    $  133,849     $133,849
TI/LC Reserve(1)                                         $        0     $ 31,833
24 Hour Fitness Reserve(2)                               $2,847,906     $      0
Triad Financial Reserve(3)                               $1,257,700     $      0
Buca Litigation Reserve(4)                               $  200,000     $      0
Required Repairs Reserve(5)                              $  130,588     $      0
Outstanding Tenant Obligation Reserve(6)                 $  202,873     $      0
--------------------------------------------------------------------------------

(1)   $2,500,000 will be advanced by Capmark pursuant to the Bella Terra Office
      JV operating agreement but will not be part of the collateral. The
      aggregate Monthly TI/LC Reserve is capped at $1,146,000.

(2)   24 Hour Fitness Reserve will be released to the One Pacific Plaza Borrower
      for so long as no event of default has occurred and is continuing, the One
      Pacific Plaza Borrower provides 24 Hour Fitness tenant estoppel
      satisfactory to lender and 24 Hour Fitness is paying full unabated rent.
      If these terms are not met, lender may without notice apply the funds to
      debt service if One Pacific Plaza Borrower is not timely with payment of
      the note.

(3)   Triad Financial Reserve will be released to the One Pacific Plaza Borrower
      for so long as no event of default has occurred and is continuing and
      either a) Triad delivers a renewal lease or b) Triad fails to renew its
      lease and the One Pacific Plaza Borrower has delivered to lender a new
      lease representing the same space as Triad occupies. If these terms are
      not met, lender may without notice apply the funds to debt service if One
      Pacific Plaza Borrower is not timely with payment of the note.

(4)   Buca Litigation Reserve has been reserved in the event that the lawsuit
      between One Pacific Plaza Borrower and Buca di Beppo Restaurant has not
      been settled. See "Risk Factors -- Risks Related to the Mortgage Loans --
      Litigation or Other Legal Proceedings May Have Adverse Effect on
      Borrowers" in the related prospectus supplement for more information.

(5)   Required Repairs Reserve consists of an $130,588 upfront reserve for
      improvements to the parking garage plus an additional amount to be
      determined by lender if the completion of signage installation is not
      completed within one year from closing of the One Pacific Plaza Loan.

(6)   Outstanding Tenant Obligations are allocated $118,528 to Cost Business
      Centers, $62,225 to Sungard, and $22,120 to BJ's Restaurant.

ADDITIONAL DEBT: None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        5



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        6



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE COMMONS AT CALABASAS


                     [2 PHOTOS OF THE COMMONS AT CALABASAS]


--------------------------------------------------------------------------------
                             PROPERTY INFORMATION(1)
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                             Calabasas, CA
Property Type                                                            Retail
Size (Square Feet)(2)                                                   171,097
Percentage Physical Occupancy as of March 15, 2007                       100.0%
Year Built                                                                 1998
Year Renovated                                                              NAP
Appraisal Value                                                    $127,000,000
# of Tenants                                                                 36
Average Rent Per Square Foot                                             $32.90
Underwritten Economic Occupancy                                           96.0%
Underwritten Revenues                                               $10,329,602
Underwritten Total Expenses                                          $3,233,507
Underwritten Net Operating Income (NOI)                              $7,096,095
Underwritten Net Cash Flow (NCF)                                     $6,892,728
Feb 2007 (TTM) NOI                                                   $7,041,884
2006 NOI                                                             $6,991,332
2005 NOI                                                             $6,824,275
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          MORTGAGE LOAN INFORMATION(1)
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        CRF
Loan Group                                                                    1
Origination Date                                                   May 10, 2007
Cut-off Date Principal Balance                                     $101,500,000
Cut-off Date Loan Balance Per Square Foot                                  $593
Percentage of Initial Mortgage Pool Balance                                3.6%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.5400%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Original Call Protection                                    LO(24),Def(92),O(4)
Lockbox                                                                    Hard
Cut-off Date LTV Ratio                                                    79.9%
LTV Ratio at Maturity or ARD                                              79.9%
Underwritten DSCR on NOI                                                  1.24x
Underwritten DSCR on NCF                                                  1.21x
--------------------------------------------------------------------------------

(1)   Numbers in this table do not take into account the pari passu future
      funding obligation. See "Additional Advance" below.

(2)   Excludes Edwards Theatres (33,475 square feet) and Kings Seafood Company
      (9,300 square feet), which tenants own their improvements and pay ground
      rent to the Commons at Calabasas Borrower under a ground lease.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        7



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                        [MAP OF THE COMMONS AT CALABASAS]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        8



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Commons at Calabasas Loan") is evidenced by
one of two promissory notes secured by a first mortgage encumbering the fee
interest in a Class A lifestyle retail shopping center located in the San
Fernando Valley, approximately 25 miles northwest of Los Angeles, in Calabasas,
California (the "Commons at Calabasas Property"). The Commons at Calabasas Loan
represents approximately 3.6% of the initial mortgage pool balance and
approximately 4.7% of the initial loan group 1 balance.

The Commons at Calabasas Loan was originated on May 10, 2007, and has a
principal balance as of the cut-off date of $101,500,000. The Commons at
Calabasas Loan has a remaining term of 120 months and a scheduled maturity date
of June 8, 2017. The Commons at Calabasas Loan permits defeasance of the entire
loan with United States Treasury obligations or other non-callable government
securities beginning two years after the creation of the securitization trust.
Voluntary prepayment of the Commons at Calabasas Loan is permitted on or after
March 8, 2017, without penalty.

A second promissory note (the "Commons at Calabasas Non-Trust Loan"), which is a
future funding obligation of up to $16,000,000, is also secured by a first lien
encumbering the Commons at Calabasas Property. The Commons at Calabasas
Non-Trust Loan will be pari passu with the Commons at Calabasas Loan. The
interest rate for the Commons at Calabasas Non-Trust Loan will be determined in
connection with the funding of the note. The rights of the holders of the
Commons at Calabasas Loan and the Commons at Calabasas Non-Trust Loan (together,
the "Commons at Calabasas Whole Loan") will be governed by an intercreditor
agreement, as described in the prospectus supplement under "Description of the
Mortgage Pool--The Loan Combinations." The holder of the Commons at Calabasas
Non-Trust Loan will generally have non-binding consultation rights, as described
in the prospectus supplement under "Description of the Mortgage Pool--The Loan
Combinations."

THE PROPERTY. The Commons at Calabasas Loan is secured by a fee interest in a
171,097 square foot, Class A lifestyle center. The Commons at Calabasas Property
is located in the San Fernando Valley, approximately 25 miles northwest of Los
Angeles, in Calabasas, California. The center is situated on approximately 24.48
acres and was constructed in 1998. The center provides several dining options as
well as boutique retailers.

The Commons at Calabasas Property is 100% occupied by 36 tenants including
national anchor tenants Ralph's Grocery Company, Edwards Theatres, Barnes &
Noble and Rite Aid. Two tenants, Edwards Theatres and Kings Seafood Company, own
their improvements but pay ground rent for use of the underlying land. Including
the Edwards Theatres space and the Kings Seafood Company space, the Commons at
Calabasas Property is 213,872 square feet. The Commons at Calabasas Property has
approximately 1,066 parking spaces (4.98:1,000 per square foot).

The following tables present certain information regarding the Commons at
Calabasas Loan Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                    TOP 10 TENANT INFORMATION(1)
                                                    ----------------------------
                                                                                                         BASE     % OF
                                                                                                       RENT PER   TOTAL
                                                              CREDIT RATING       SQUARE                SQUARE    BASE      LEASE
TENANT NAME                          PARENT COMPANY         (MOODY'S / S&P)(2)     FEET     % OF GLA     FOOT     RENT    EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Ralph's Grocery Company                Kroger Co.               Baa2/BBB-          52,223      24.4    $  29.74   22.1    11/30/2023
Edwards Theatres(3)             Regal Entertainment Group         B2/BB-           33,475      15.7       16.31    7.8    12/31/2023
Barnes & Noble                     Barnes & Noble Inc.            NR/NR            29,141      13.6       16.80    7.0     1/31/2009
Thrifty Payless In (Rite Aid)         Rite Aid Corp               Caa2/B           16,848       7.9       23.83    5.7     1/31/2019
Kings Seafood Company(3)                   NAP                    NR/NR             9,300       4.3       18.06    2.4    11/30/2018
Williams-Sonoma                   Williams Sonoma Inc.            NR/NR             5,352       2.5       47.96    3.6     8/31/2014
M Fredric & Company                        NAP                    NR/NR             5,169       2.4       51.30    3.8     3/31/2018
Marmalade Cafe                             NAP                    NR/NR             4,926       2.3       54.52    3.8    11/30/2008
Mi Piace Restaurant                        NAP                    NR/NR             4,934       2.3       52.78    3.7     4/30/2009
CBC Restaurant                             NAP                    NR/NR             4,048       1.9       34.89    2.0    11/30/2008
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                            165,416      77.3%   $  26.30   61.8%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the Commons at Calabasas Borrower's
      rent roll dated March 15, 2007.

(2)   Credit ratings are of the parent company whether or not the parent
      guarantees the lease.

(3)   Edward Theatres and Kings Seafood Company own their improvements and pay
      ground rent to the Commons at Calabasas Borrower for use of the underlying
      land.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        9



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
                                                  LEASE ROLLOVER SCHEDULE(1),(2)
                                                  ------------------------------
                                                                                                                         CUMULATIVE
             NUMBER OF     SQUARE                                 % OF BASE   CUMULATIVE    CUMULATIVE %    CUMULATIVE      % OF
              LEASES        FEET        % OF GLA     BASE RENT      RENT      SQUARE FEET      OF GLA       BASE RENT     BASE RENT
   YEAR      EXPIRING     EXPIRING      EXPIRING      EXPIRING    EXPIRING     EXPIRING       EXPIRING       EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

   2008         11           23,718       11.1%      $1,266,787     18.0%          23,718       11.1%       $1,266,787       18.0%
   2009          5           38,494       18.0        1,034,977     14.7           62,212       29.1         2,301,765       32.7
   2010          1            2,052        1.0          114,003      1.6           64,264       30.0         2,415,768       34.3
   2011          1               21        0.0           54,000      0.8           64,285       30.1         2,469,768       35.1
   2013          3            5,735        2.7          303,622      4.3           70,020       32.7         2,773,390       39.4
   2014          3           11,630        5.4          576,107      8.2           81,650       38.2         3,349,497       47.6
   2015          3            7,101        3.3          356,978      5.1           88,751       41.5         3,706,475       52.7
   2016          1            1,222        0.6           73,320      1.0           89,973       42.1         3,779,795       53.7
Thereafter       8          123,899       57.9        3,255,735     46.3          213,872      100.0         7,035,530      100.0
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL         36          213,872(3)   100.0%      $7,035,530    100.0%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the Commons at Calabasas Borrower's
      rent roll dated March 15, 2007.

(2)   The numbers in this chart are based on the assumption that no tenant
      exercises an early termination option.

(3)   Includes square footage for Edwards Theatres and Kings Seafood Company (a
      total of 42,775 square feet).

THE MARKET(1). The Commons at Calabasas Property is located in an infill
congregation point in the submarket of the San Fernando Valley and has access to
an extensive freeway system (U.S. 101 to the north, Parkway Calabasas to the
west and Mulholland Highway to the south). Furthermore, the Commons at Calabasas
Property is located adjacent to the site of the new Calabasas Civic Center,
which is currently under construction and slated for completion in 2009. The
community of Calabasas has an average household income of $153,000 and an
average home price of $1,624,522. The population within a 3-mile radius of the
Commons at Calabasas Property is 72,214, which is comprised of 27,841 households
with an average household income of $121,941.

The Commons at Calabasas Property is located within the San Fernando Valley West
submarket which consists of 4,490,000 square feet of retail space. According to
the appraisal, the submarket experienced an overall vacancy rate of 1.4% at
year-end 2006, and a five-year average of 2.3% (2002 -- 2006). Recently signed
leases for in-line space at comparable properties range from $54.00 per square
foot to $80.00 per square foot on a triple net basis.

THE BORROWER. The borrower is The Commons at Calabasas, LLC (the "Commons at
Calabasas Borrower") a bankruptcy remote, single purpose entity that is a
California limited liability company. The Commons at Calabasas Borrower is
indirectly owned by Rick Caruso (10%), the Christina Caruso Century Trust (30%),
Marc Caruso Century Trust (30%) and Rick Caruso Century Trust (30%). The
non-recourse carve-out guarantor is Century Investments, Inc.

The sponsor of the Commons at Calabasas Loan, Caruso Affiliated ("Caruso"), has
ownership interests in more than 37 commercial properties including six
lifestyle centers totaling 1.7 million square feet located in the greater Los
Angeles area. Caruso is a long-term holder of real estate investments and has
sold only one property since its inception in 1980. Caruso is an affiliate of
Century Investments, Inc.

PROPERTY MANAGEMENT. The property manager for the Commons at Calabasas Property
is Caruso Management Company, Ltd., a California limited partnership and an
affiliate of the Commons at Calabasas Borrower.

LOCKBOX. The Commons at Calabasas Loan is structured with a hard lockbox (in
place at closing) and springing cash management triggered by a Cash Sweep Event
(as defined below). The Commons at Calabasas Loan documents require the Commons
at Calabasas Borrower to direct each tenant to deposit its rent directly to the
lockbox account.

A "Cash Sweep Event" will occur (a) if the debt service coverage ratio as of the
last day of any calendar quarter is less than 1.10x, (b) upon the occurrence of
an event of default, or (c) if either of Ralph's Grocery Company or Edwards
Theatres (1) vacates the premises leased under its respective lease or (2) "goes
dark," in each case for a period in excess of nine months.

CASH SWEEP. Upon the occurrence of a Cash Sweep Event, and continuing until the
first payment date after such event terminates in accordance with the terms of
the Commons at Calabasas Loan documents, all amounts in the lender controlled
lockbox account will be used to pay debt service, operating expenses and
reserves with any remaining amounts to be held by lender as additional
collateral for the Commons at Calabasas Loan.

_______________________

(1)   Certain information in this section was obtained from third party
      appraisals. The appraisals rely on many assumptions and no representation
      is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.


                                       10



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Commons at Calabasas Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
TYPE:                                                  INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                 $  432,385     $108,096
Insurance                                             $   85,433     $ 22,159
TI/LC Reserve                                         $        0     $  4,456(1)
Capital Expenditure Reserve                           $        0     $  2,673(2)
--------------------------------------------------------------------------------

(1)   Capped at $250,000.

(2)   Capped at $250,000.

In addition, in the event that the debt service coverage ratio as of the last
day of any calendar quarter is less than 1.10x, the Commons at Calabasas
Borrower is required to deposit with the lender cash or a letter of credit in an
amount that, if drawn upon by the lender in equal monthly installments to pay
monthly interest payments due over the 12 month period immediately following the
date of determination, would result in a debt service coverage ratio of at least
1.10x. If the debt service coverage ratio falls below 1.00x, the lender is
permitted to use such deposit towards the payment of any shortfall in monthly
interest due under the Commons at Calabasas Whole Loan. At such time as the debt
service coverage ratio is at least 1.10x for a period of at least three
consecutive months, the lender is required to return any amounts remaining in
the debt service reserve account to the Commons at Calabasas Borrower.

MEZZANINE DEBT. The Commons at Calabasas Loan documents do not permit mezzanine
debt.

ADDITIONAL ADVANCE. The Commons at Calabasas Borrower will be entitled to
receive a one-time future advance from Countrywide Commercial Real Estate
Finance, Inc. in the maximum amount of $16,000,000, in connection with the
potential future retail development of an additional 20,000 square feet at the
Commons at Calabasas Property. The additional advance is subject to certain
conditions including, among other things (1) that the request is not more than
three years following the Commons at Calabasas Loan origination date and (ii)
that when added to the then-outstanding principal balance of the Commons at
Calabasas Loan, the additional proceeds would result in an actual debt service
coverage ratio of 1.29x based on a three-month trailing cash flow. The
additional advance will be an amount equal to the lesser of (a) $16,000,000, (b)
the amount that, together with the principal indebtedness as of the date on
which the additional advance is requested to be made, results in a debt service
coverage ratio of not less than 1.29x, and (c) 80% of the appraised value of the
additional improvements.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       11



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       12



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

10 MILK STREET


                          [2 PHOTOS OF 10 MILK STREET]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                                Boston, MA
Property Type                                                            Office
Size (Square Feet)                                                      229,843
Percentage Physical Occupancy as of March 1, 2007                         92.0%
Year Built                                                                 1903
Year Renovated                                                             2002
Appraisal Value                                                     $80,700,000
# of Tenant Leases                                                           59
Average Rent Per Square Foot                                          $32.04(1)
Underwritten Economic Occupancy                                           92.5%
Underwritten Revenues                                                $7,915,158
Underwritten Total Expenses                                          $2,875,148
Underwritten Net Operating Income (NOI)                              $5,040,010
Underwritten Net Cash Flow (NCF)                                     $4,707,151
2006 NOI                                                             $4,898,512
2005 NOI                                                             $4,868,436
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                 April 18, 2007
Cut-off Date Principal Balance                                      $58,000,000
Cut-off Date Loan Balance Per Square Foot                                  $252
Percentage of Initial Mortgage Pool Balance                                2.1%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           6.1250%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Original Call Protection                                    LO(25),Def(91),O(4)
Lockbox                                                        Soft at Closing,
                                                                 Springing Hard
Cut-off Date LTV Ratio                                                    71.9%
LTV Ratio at Maturity or ARD                                              71.9%
Underwritten DSCR on NOI                                                  1.40x
Underwritten DSCR on NCF                                                  1.30x
--------------------------------------------------------------------------------

(1)   Average Rent Per Square Foot represents the average rent in place for
      office tenants only.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       13



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                             [MAP OF 10 MILK STREET]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       14



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "10 Milk Street Loan") is evidenced by a single
promissory note secured by a first mortgage encumbering the fee interest in a
Class "B" office building (the "10 Milk Street Property") located in Boston,
Massachusetts. The 10 Milk Street Loan represents approximately 2.1% of the
initial mortgage pool balance and approximately 2.7% of the initial loan group 1
balance.

The 10 Milk Street Loan was originated on April 18, 2007, and has a principal
balance as of the cut-off date of $58,000,000. The 10 Milk Street Loan has a
remaining term of 119 months to its maturity date of May 8, 2017. The 10 Milk
Street Loan permits defeasance with United States government obligations
beginning two years after the closing date of the series 2007-7 securitization
trust. The 10 Milk Street Loan may be prepaid on or after February 8, 2017,
without penalty.

THE PROPERTY. The 10 Milk Street Loan is secured by the fee interest in a
11-story multi-tenant office building with 229,843 square feet of net rentable
area and is located on the north side of Milk Street with frontage along Milk
Street and Washington Street, within the Boston Central Business District. The
building is situated in the heart of the financial district and is approximately
1/4th of a mile from Interstate 93. The 10 Milk Street Property is currently
92.0% leased to 49 office tenants (204,114 square feet), 10 retail tenants
(16,225 square feet) and contains 9,504 square feet of storage space. The
largest tenant is Color Kinetics, which leases approximately 24.7% of the total
net rentable area. Other major tenants include Reed Elsevier (32,555 square
feet) and Organic Inc. (20,480 square feet).

The following table presents certain information relating to the major tenants
at the 10 Milk Street Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                         TENANT INFORMATION
                                                         ------------------
                                                                 CREDIT RATINGS      SQUARE                BASE RENT       LEASE
TENANT NAME                            PARENT COMPANY           (MOODY'S/S&P)(1)      FEET      % OF GLA      PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Color Kinetics (NASD: CLRK)    NAP                                    NR/NR           56,885     24.7%      $ 35.89    8/31/2007(2)
Reed Elsevier (NYSE: RUK)      NAP                                    NR/A-           32,555     14.2         46.00    11/30/2009
Organic Inc.                   Omnicom Group (NYSE: OMC)             Baa1/A-          20,480      8.9         29.90    2/8/2011(3)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                               109,920     47.8%      $ 37.77
------------------------------------------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   See "Escrows" and "Master Lease" herein for additional information.

(3)   Tenant is currently dark but paying rent according to the terms of its
      lease agreement.

The following table presents certain information relating to the lease rollover
schedule at the 10 Milk Street Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                     LEASE ROLLOVER SCHEDULE(1)
                                                     --------------------------
                                                                                                                         CUMULATIVE
             NUMBER OF     SQUARE                                % OF BASE   CUMULATIVE     CUMULATIVE %    CUMULATIVE      % OF
              LEASES        FEET       % OF GLA     BASE RENT      RENT      SQUARE FEET       OF GLA       BASE RENT     BASE RENT
   YEAR      EXPIRING     EXPIRING     EXPIRING      EXPIRING    EXPIRING     EXPIRING        EXPIRING       EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

  Vacant        NAP          18,342       8.0%      $       --      0.0%          18,342         8.0%       $       --        0.0%
   MTM           1              195       0.1            2,925      0.0           18,537         8.1             2,925        0.0
   2007         29           88,368      38.4        3,224,348     43.2          106,905        46.5         3,227,273       43.2
   2008         15           22,709       9.9          637,232      8.5          129,614        56.4         3,864,506       51.7
   2009         14           57,031      24.8        2,339,287     31.3          186,645        81.2         6,203,792       83.1
   2010          4            4,538       2.0          111,402      1.5          191,183        83.2         6,315,194       84.5
   2011          5           26,751      11.6          686,830      9.2          217,934        94.8         7,002,024       93.7
   2012          5            5,640       2.5          382,528      5.1          223,574        97.3         7,384,552       98.9
   2013          0               --       0.0               --      0.0          223,574        97.3         7,384,552       98.9
   2014          0               --       0.0               --      0.0          223,574        97.3         7,384,552       98.9
   2015          0               --       0.0               --      0.0          223,574        97.3         7,384,552       98.9
   2016          1            4,033       1.8           84,693      1.1          227,607        99.0         7,469,245      100.0
   2017          0               --       0.0               --      0.0          227,607        99.0         7,469,245      100.0
Thereafter       2            2,236       1.0               --      0.0          229,843       100.0         7,469,245      100.0
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL         76          229,843       100%      $7,469,245    100.0%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Information obtained from the 10 Milk Street Borrower's rent roll dated
      March 1, 2007.

THE MARKET(1). The 10 Milk Street Property is located in the Central Business
District ("CBD") submarket of Boston, within the Financial District and the
Downtown Crossing Retail District. The Boston CBD is the largest of 9 submarkets
in the Boston metropolitan area and accounts for 52% of the total inventory,
with 34.6 million sq. ft. Absorption in the subject submarket of 700,570 sq. ft.
in 2006 accounted for 63% of all absorption in the metropolitan Boston office
market.

As of the end of the fourth quarter 2006, the overall Boston office market
experienced its lowest vacancy rate in five years. The direct vacancy rate for
the CBD was 8.4% with average rental rates of approximately $43.79 per sq. ft.
modified gross. The direct vacancy rate for Class "B" office buildings was 11.1%
with average rental rates of approximately $31.41 per sq. ft. modified gross, in
line with office rents at the 10 Milk Street Property.

(1)   Certain information obtained from the appraisal of the 10 Milk Street
      Property dated March 13, 2007. The appraisal relies on many assumptions,
      and no representation is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       15



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

The 10 Milk Street Property is located at the center of Boston's four main
subway stations which include entrances directly adjacent to the property. Post
Office Square is one block from the property with the Court House across the
street, City Hall and the State House nearby. There is a main pedestrian mall on
Washington Street which has two department stores as well as numerous major
retailers within several blocks.

THE BORROWER. The borrower, Oasis Ten Milk Street LLC (the "10 Milk Street
Borrower"), is a Massachusetts limited liability company and a single purpose
bankruptcy-remote entity. The 10 Milk Street Borrower includes thirteen members,
each holding between 0.12% to a 29.92% ownership interest. Owners with an
interest of approximately 20% or greater include Raymond Lee (who serves as the
non-recourse carveout guarantor) with a 29.92% ownership interest, East-West
Enterprises with a 27.92% ownership interest and M.W. Lee & Sons Enterprises
with a 19.95% ownership interest. The managing member is Oasis Ten Milk Street
Associates Inc., which holds a 0.50% ownership interest in the 10 Milk Street
Borrower.

The sponsor, Raymond Lee is Chairman and President of Oasis Development
Enterprises and Chairman and CEO of East-West Enterprises, real estate holding
companies headquartered in Boston. Both firms have been active in the Boston
real estate market since the 1990's and currently own in excess of 2 million
sq.ft. of office space. Real estate holdings in Boston include 100 Franklin
Street (a 120,000 sq.ft. office building containing the Boston Stock Exchange)
and 675 Massachusetts Avenue (174,000 sq.ft. office building in Cambridge).
Raymond Lee is also the Chairman and founder of Oasis Hong Kong Airlines, a long
haul budget carrier with passenger service between Hong Kong and London.

PROPERTY MANAGEMENT. The 10 Milk Street Property is managed by Wight & Company,
a third party property manager, since 2004. Wight & Company manages over two
million commercial sq.ft. across 25 properties with an estimated value of nearly
$400 million in the Boston area. The company was founded in 1985 and is a full
service real estate company offering asset management, development, acquisition,
marketing and brokerage services.

LOCKBOX. Soft lockbox with springing cash management upon an event of default.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the 10 Milk Street Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                    $  110,539    $ 110,539
Insurance                                                $  104,095    $   9,108
TI/LC Reserve(1)                                         $        0    $  22,630
Leasing Reserve(2)                                       $  600,000    $       0
DSCR Reserve(3)                                          $1,400,000    $       0
Organic Inc. Reserve(4)                                  $  608,130    $       0
--------------------------------------------------------------------------------

(1)   Monthly TI/LC reserves of $22,630 capped at 30 months of collections.

(2)   A $600,000 upfront Leasing Reserve was taken at closing for space
      currently occupied by tenants Color Kinetics and Smart Bargains, whose
      spaces roll in 2007. The reserve will be held as additional collateral for
      the 10 Milk Street Loan until the spaces are re-leased to an acceptable
      tenant at $28 per sq. ft. modified gross or higher on a minimum term of
      five years. The reserve represents $10.00 per sq. ft. for these spaces.

(3)   The $1,400,000 Debt Service Reserve will be released when the 10 Milk
      Stree Loan achieves a debt service coverage ratio of 1.10x on a 30-year
      amortization schedule, for a trailing 3-month period net of the master
      lease payments (See "Master Lease" herein for additional information). If
      the debt service coverage ratio threshold is not reached, the reserve will
      be held as additional collateral throughout the term of the 10 Milk Street
      Loan.

(4)   Organic Inc. Reserve will be disbursed to the tenant, Organic Inc. towards
      actual expenses for improvements to their space. If no disbursements are
      made and Organic Inc. either vacates their space or the lease term
      expires, the Organic Inc. Reserve will be disbursed to the 10 Milk Street
      Borrower.

MASTER LEASE. In the event that space currently occupied by Color Kinetics
(27.4% of potential gross income, expiring 8/31/2007) and Smart Bargains (2.6%
of potential gross income expiring 8/31/2007) is vacated, the 10 Milk Street
Borrower is required to master lease to Raymond Lee, the vacated space at $30.00
per sq. ft. modified gross for a ten year term. The master lease will be
terminated as space is leased to tenants acceptable to lender at $30.00 per sq.
ft. modified gross for lease terms of five years or more. If space is leased at
a lower rent level than $30.00 per sq. ft. modified gross, a partial release of
the Master lease will be permitted but the master lease payments must cover any
shortfall. Furthermore, the master lease may be terminated should the 10 Milk
Street Property demonstrate a 1.10x debt service coverage ratio (based on a
30-year amortization schedule) based on leases in place (net of the master lease
payments) and expenses on a trailing-12 month basis.

ADDITIONAL DEBT. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       16



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

RESIDENCE INN BETHESDA


                      [2 PHOTOS OF RESIDENCE INN BETHESDA]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                              Bethesda, MD
Property Type                                          Full Service Hospitality
Size (Rooms)                                                                187
Percentage Physical Occupancy as of February 28, 2007                     80.1%
Year Built                                                                 1985
Year Renovated                                                             2007
Appraisal Value                                                     $66,500,000
Underwritten Economic Occupancy                                           80.0%
Underwritten Revenues                                               $10,576,469
Underwritten Total Expenses                                          $5,858,607
Underwritten Net Operating Income (NOI)                              $4,717,862
Underwritten Net Cash Flow (NCF)                                     $4,294,803
Feb 2007 (TTM) NOI                                                   $4,644,513
2006 NOI                                                             $4,652,107
2005 NOI                                                             $4,332,057
2004 NOI                                                             $3,916,219
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                    May 4, 2007
Cut-off Date Principal Balance                                      $46,250,000
Cut-off Date Loan Balance Per Room                                     $247,326
Percentage of Initial Mortgage Pool Balance                                1.7%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.9390%
Amortization Type                                                 Interest Only
IO Period (Months)                                                           60
Original Term to Maturity/ARD (Months)                                       60
Original Amortization Term (Months)                                         NAP
Original Call Protection                                  LO(25), Def(33), O(2)
Lockbox                                         Soft at Closing, Springing Hard
Cut-off Date LTV Ratio                                                    69.5%
LTV Ratio at Maturity or ARD                                              69.5%
Underwritten DSCR on NOI                                                  1.69x
Underwritten DSCR on NCF                                                  1.54x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       17



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                         [MAP OF RESIDENCE INN BETHESDA]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                        18



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Residence Inn Bethesda Loan") is evidenced by
a single promissory note and is secured by a first mortgage encumbering a full
service hotel (the "Residence Inn Bethesda Property") located in Bethesda,
Maryland. The Residence Inn Bethesda Hotel Loan represents approximately 1.7% of
the initial mortgage pool balance and approximately 2.1% of the initial loan
group 1 balance.

The Residence Inn Bethesda Hotel Loan was originated on May 4, 2007 and has a
principal balance as of the Cut-off Date of $46,250,000. The Residence Inn
Bethesda Hotel Loan has a remaining term of 59 months to its scheduled maturity
date of May 8, 2012. The Residence Inn Bethesda Hotel Loan permits defeasance
with US Government obligations beginning two years after the closing date of the
series 2007-7 securitization trust, and may be prepaid on or after April 8, 2012
without penalty.

THE PROPERTY. The Residence Inn Bethesda Property is a 187-room full service
hotel built in 1985. The hotel is situated on a 26,171 square foot parcel and
consists of one 15-story square tower built above three basement levels. The
Residence Inn Bethesda Property contains approximately 4,000 square feet of
meeting space, a rooftop pool, fitness center, enclosed garage parking, laundry
facilities, and personal business services. Each of the 187 rooms are full
suites with kitchen facilities. A $3.4 million renovation ($18,182/room) of
guest rooms, corridors, meeting rooms and parts of the lobby is currently
underway, scheduled to be completed in July 2007.

The following tables present certain information regarding the Residence Inn
Bethesda Property:

--------------------------------------------------------------------------------
                             OPERATIONAL STATISTICS
                             ----------------------
                      2005            2006        TTM FEB 2007          UW
--------------------------------------------------------------------------------
Occupancy                 83.9%          80.9%            80.1%           80.0%
ADR                $    157.11    $    176.80     $     177.00     $    177.00
RevPAR             $    131.89    $    143.01     $     141.76     $    141.60
NOI                $ 4,332,057    $ 4,652,107     $  4,644,513     $ 4,717,862
NCF                $ 3,886,754    $ 4,171,712     $  4,168,097     $ 4,294,803
--------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------
                                      OPERATIONAL STATISTICS(1)
                                      -------------------------
                       PROPERTY                   COMPETITIVE SET                    INDEX
             ----------------------------   ----------------------------   ---------------------------
              OCC.      ADR       REVPAR     OCC.      ADR       REVPAR     OCC.     ADR      REVPAR
------------------------------------------------------------------------------------------------------

TTM 3/2005     80.8%  $ 148.46   $ 120.03     72.5%  $ 156.29   $ 113.33    111.5%    95.0%     105.9%
TTM 3/2006     84.3%  $ 162.03   $ 136.55     71.2%  $ 168.92   $ 120.26    118.4%    95.9%     113.5%
TTM 3/2007     78.8%  $ 177.16   $ 139.65     66.5%  $ 182.52   $ 121.31    118.6%    97.1%     115.1%


THE MARKET(2). The Residence Inn Bethesda Property is located in the
Washington-Arlington-Alexandria, DC-VA-MD-WV, Metropolitan Statistical Area and
is approximately seven miles north of Washington, D.C. The Residence Inn
Bethesda Property, which is one block from the Bethesda Metro Stop, is in the
heart of Bethesda's business district and is situated amidst office complexes,
high-end shopping, and upscale restaurants. Nearby stores include Neiman Marcus,
Lord & Taylor, and Saks Fifth Avenue. The Residence Inn Bethesda Property is one
mile from the National Naval Medical Center and the National Institute of
Health, which serve as major employers and generators of hotel demand in the
market. Other generators of lodging demand headquartered in or proximate to the
subject market include private sector companies such as the Lockheed Martin
Corporation, Marriott International, Inc., the Discovery Channel, Hughes Network
Systems, and Avaya, Inc. Bethesda's proximity and accessibility to the District
of Columbia also attracts tourism related demand.

_______________________

(1)   Per Smith Travel Research Report dated March 2007.

(2)   Certain information obtained from the appraisal of the Residence Inn
      Bethesda Property dated March 8, 2007. The appraisal relies on many
      assumptions, and no representation is made as to the accuracy of those
      assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       19



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE BORROWER. LOF Bethesda Subsidiary LLC (the "Residence Inn Bethesda
Borrower"), is a Delaware limited liability company and a single purpose
bankruptcy remote entity. The Residence Inn Bethesda Borrower is sponsored by
Thayer Lodging Group ("Thayer"), a privately held real estate investment company
with a portfolio of 14 hotels and over 2,800 guest rooms that is based in
Annapolis, Maryland. Thayer was formed in 1991 along with its first venture
fund, the Lodging Opportunities Fund Limited Partnership.

Thayer has sponsored five hotel investment funds for a small group of
institutional investors. The firm's strategy seeks to drive operating results
through a combination of repositioning assets, re-branding, strengthening
management, and making capital improvements in owned hotels. Its nationwide
portfolio includes hotels operating under the Marriott, Hilton, Wyndham, and Six
Continents family of flags. Thayer manages eight of those owned hotels. Thayer
currently has approximately $115 million in uncommitted equity in its $233
million hotel investment fund, Thayer Hotel Investors IV, with which it is
seeking further investment in the hotel segment.

PROPERTY MANAGEMENT. The Residence Inn Bethesda Property is managed by
Renaissance Inn By Marriott, Inc., a subsidiary of Marriott International, Inc.
("Marriott"). Marriott engages in the operation and franchising of hotels and
related lodging facilities worldwide. It operates in Full-Service Lodging,
Select-Service Lodging, Extended-Stay Lodging, Timeshare, and Synthetic Fuel
segments. In Full-Service, Select-Service, Extended-Stay, and Timeshare
segments, it develops, operates, and franchises hotels and corporate housing
properties, as well as timeshare, fractional ownership, and whole ownership
properties. The company also provides services to home/condominium owner
associations. Its Synthetic Fuel segment consists of interest in coal-based
synthetic fuel production facilities. It has operations in the Americas, Europe,
Asia, the Middle East, the United Kingdom, and Africa. As of January 3, 2007,
the company operated or franchised approximately 2,800 lodging properties.
Marriott was founded in 1971 and is headquartered in Washington, D.C.

The management agreement expires on April 30, 2012 and provides Marriott one
ten-year renewal option. Provided Marriott or a Marriott affiliate is managing
the Residence Inn Bethesda Property, lender is permitted to remove management of
the Residence Inn Bethesda Property only upon a continuing event of default
under the management agreement or the insolvency of the manager, in each
instance, only to the extent that such termination is permitted under the terms
of the management agreement. If Marriott or a Marriott affiliate is not managing
the Residence Inn Bethesda Property, lender is permitted to remove management of
the Residence Inn Bethesda Property (i) upon a continuing event of default under
the loan documents or the management agreement; or (ii) for items including, but
not limited to, fraud, gross negligence, willful misconduct or misappropriation
of funds.

LOCKBOX. Manager deposits out of net operating profit (after property operating
expenses and the base management fee) all owner sums, consisting of the
qualifying debt service amount, fixed at $1,575,000, the owners annual return
($672,000 as of March 2007) and, after payment of the incentive management fee
and certain other amounts, any remaining amounts. Monies in the cash management
account shall be applied to (i) tax reserves, monthly interest payments and any
other required reserve account deposits due to lender pursuant to loan
documents; (ii) other amounts, if any, due lender under the loan documents; and
(iii) prior to an event of default, the balance to be paid to borrower.

At such time as the management agreement with Residence Inn By Marriott, Inc.,
Marriott International, Inc., or other Marriott affiliate is no longer in
effect, borrower shall direct all rent, credit card and other payments/revenues
directly into a collection account, with an eligible institution (the "Lockbox
Accounts"), which funds will be swept into the cash management account. Monies
in the cash management account shall be applied to (i) tax reserves and
insurance premium reserves, (ii) to pay all other operating expenses for the
Residence Inn Bethesda Property for the next calendar month, as per the approved
budget, to or as directed by borrower, (iii) monthly interest payments, (iv) any
other required reserve account deposits due to lender pursuant to the loan
documents, (v) other amounts, if any, due to lender under the loan documents,
(vi) lockbox bank charges, if any and (vii) prior to an event of default, the
balance to be paid to borrower.

ESCROWS. The following escrows/reserves have been established with respect to
the Residence Inn Bethesda Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                        INITIAL                    MONTHLY
--------------------------------------------------------------------------------
Tax                                         $  265,460                  $ 29,496
Required Repairs(1)                         $1,600,000                  $      0
Replacement Reserves(2)                     $        0    4.5% of Gross Revenues
--------------------------------------------------------------------------------

_______________________

(1)   Required repairs escrow has been escrowed towards completion of
      renovations, scheduled for July 2007.

(2)   Escrows for replacement reserves will be held by Marriott, for so long as
      Marriott remains manager and no default has occurred and is continuing
      under the management agreement.

ADDITIONAL DEBT. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       20



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

MERVYNS CORPORATE HEADQUARTERS

                  [2 PHOTOS OF MERVYNS CORPORATE HEADQUARTERS]

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                               Hayward, CA
Property Type                                                            Office
Size (Square Feet)                                                      336,000
Percentage Physical Occupancy as of
     February 21, 2007                                                   100.0%
Year Built                                                                 1958
Year Renovated                                                             1997
Appraisal Value                                                     $66,000,000
# of Tenant Leases                                                            1
Average Rent Per Square Foot                                             $13.08
Underwritten Economic Occupancy                                           98.0%
Underwritten Revenues                                                $4,505,864
Underwritten Total Expenses                                            $135,176
Underwritten Net Operating Income (NOI)                              $4,370,688
Underwritten Net Cash Flow (NCF)                                     $4,303,488
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        PNC
Loan Group                                                                    1
Origination Date                                              February 27, 2007
Cut-off Date Principal Balance                                      $45,000,000
Cut-off Date Loan Balance Per Square Foot                                  $134
Percentage of Initial Mortgage Pool Balance                                1.6%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.8700%
Amortization Type                                                    IO-Balloon
IO Period (Months)                                                           48
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         360
Original Call Protection                                   LO(36),Def(81), O(3)
Lockbox                                                                    Hard
Cut-off Date LTV Ratio                                                    68.2%
LTV Ratio at Maturity or ARD                                              62.6%
Underwritten DSCR on NOI                                                  1.37x
Underwritten DSCR on NCF                                                  1.35x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       21



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                     [MAP OF MERVYNS CORPORATE HEADQUARTERS]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       22



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Mervyns Corporate Headquarters Loan") is
evidenced by a single promissory note secured by a first priority fee mortgage
encumbering an office building (the "Mervyns Corporate Headquarters Property")
located in Hayward, California. The Mervyns Corporate Headquarters Loan
represents approximately 1.6% of the initial mortgage pool balance and
approximately 2.1% of the initial loan group 1 balance.

The Mervyns Corporate Headquarters Loan was originated on February 27, 2007 and
has a principal balance as of the cut-off date of $45,000,000. The Mervyns
Corporate Headquarters Loan has a remaining term of 117 months to its maturity
date of March 1, 2017. The Mervyns Corporate Headquarters Loan may be prepaid on
or after January 1, 2017 without penalty, and permits defeasance with United
States government obligations beginning the later of (x) two years after the
creation of the series 2007-7 securitization trust or (y) three years after the
first payment date.

THE PROPERTY. The Mervyns Corporate Headquarters Loan is secured by a fee
interest in a 336,000 square foot 4-story office building and 4-level parking
structure located at 22301 Foothill Boulevard in Hayward (Oakland), Alameda
County, California and has access to Interstate 580, Interstate 238, and
Interstate 880 within a 2-mile radius. I-580 is the primary interstate
connecting Oakland to Pleasanton and the Tri-Valley area, and to the Central
Valley of California, while I-880 is the only north-south interstate in the East
Bay area and runs north to Oakland and south to San Jose. The Mervyns Corporate
Headquarters Property is situated on the west side of Foothill boulevard, a
6-lane divided roadway with an average daily traffic count in excess of 55,000
vehicles. Monument signage along Foothill Boulevard also identifies the Mervyns
Corporate Headquarters Property as Mervyns corporate headquarters.

The Mervyns Corporate Headquarters Property is fully leased to Mervyns as its
corporate headquarters. Mervyns has occupied the property since 1984. The
building was originally developed in 1958 as a three-story department store,
with the former retail store on the first two levels and the stock warehoused on
the third floor. The Mervyns Corporate Headquarters Property has been renovated
on multiple occasions and last received a full interior renovation and seismic
upgrades in 1997.

The following table presents certain information relating to the major tenants:



------------------------------------------------------------------------------------------------------------------------------------
                                                         TENANT INFORMATION
                                                         ------------------
                                                                 CREDIT RATINGS      SQUARE                BASE RENT       LEASE
TENANT NAME                            PARENT COMPANY           (MOODY'S/S&P)(1)      FEET      % OF GLA      PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Mervyn's                                    NAP                        NR            336,000     100%       $13.08     02/28/2027
------------------------------------------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

The following table presents certain information relating to the lease rollover
schedule at the Mervyns Corporate Headquarters Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                     LEASE ROLLOVER SCHEDULE(2)
                                                     --------------------------
                                                                                                                         CUMULATIVE
             NUMBER OF     SQUARE                                % OF BASE   CUMULATIVE     CUMULATIVE %    CUMULATIVE      % OF
              LEASES        FEET       % OF GLA     BASE RENT      RENT      SQUARE FEET       OF GLA       BASE RENT     BASE RENT
   YEAR      EXPIRING     EXPIRING     EXPIRING      EXPIRING    EXPIRING     EXPIRING        EXPIRING       EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

  Vacant        NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   MTM          NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2007         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2008         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2009         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2010         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2011         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2012         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2013         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2014         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2015         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2016         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
   2017         NAP               0       0.0%      $        0      0.0%               0         0.0%       $        0        0.0%
Thereafter       1          336,000       100%       4,395,444      100%         336,000       100.0%        4,395,444      100.0%
------------------------------------------------------------------------------------------------------------------------------------
  Total          1          336,000       100%       4,395,444      100%
------------------------------------------------------------------------------------------------------------------------------------


(2)   Information obtained from Mervyns Corporate Headquarters Borrower's rent
      roll dated February 21, 2007.

THE MARKET.(3) The property competes in the Oakland suburban community of
Hayward, in the North Hayward/ Castro Valley market. Per CoStar's Year-End 2006
East Bay/ Oakland Office Report, the North Hayward/ Castro Valley market
contains 154 office properties totaling approximately 2.2 million square feet
with a direct occupancy rate in excess of 98%. Asking rental rates for the
market average $19.25/sf on a gross basis. There was a minimal 4,500 square feet
of new office product added to inventory during 2006, and net absorption for the
market was positive at 21,705 square feet in

(3)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       23



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

2006. The immediate area is built out with an extremely limited amount of
developable land available for new construction. Hayward is known as the "Heart
of the Bay" because of its central and convenient location in Alameda County, 15
miles south of Oakland, 25 miles southeast of San Francisco, and 25 miles north
of San Jose. Served by an extensive network of freeways and bus lines, Hayward
has two BART stations, an Amtrak station, and the Hayward Executive Airport,
with easy access to the San Francisco, Oakland, and San Jose airports. The
Mervyns Corporate Headquarters Property's location is in the heart of the city.
The immediate neighborhood is built-out with a combination of commercial and
residential uses, with the median sales price for an existing single family home
in Hayward at approximately $590,000. The Mervyns Corporate Headquarters
Property is located just north of downtown Hayward, and the immediate
neighborhood has been a focus for city redevelopment and revitalization with
several of the commercial properties lining Foothill boulevard being renovated.

THE BORROWERS. The borrower is NLA Hayward, LLC, a Delaware limited liability
company single purpose entity (the "Mervyns Corporate Headquarters Borrower")
which is 100% owned by a wholly owned subsidiary of Capmark Capital, Inc.
("Capmark"). Capmark is a major independent real estate financial company with
three core businesses: lending and mortgage banking, investments and funds
management, and services. From its origins in 1994 as GMAC Commercial Mortgage
Corporation, the Capmark family of companies is a commercial lender worldwide
and one of the largest mortgage servicers in the United States, while expanding
into real estate equity and high yield structured finance investment management.
Its subsidiary, Capmark Investments LP, has invested in value-added and
opportunistic equity real estate strategies since 1996, when it was part of its
parent investing as principal. As of March 31, 2006, Capmark Investments Real
Estate Equity Group, an affiliate of Capmark, reported approximately $4.2
billion in real estate-related investments under management and supervision.
Capmark Investments LP has relationships with leading operating partners in
major markets and has investment expertise in all the major property types
including office, apartment, industrial, and retail. Capmark Investments LP has
specialists in acquisition, asset management, and disposition to monitor and
manage holdings actively at every stage of the investment cycle.

THE TENANT. Mervyns is a department store offering fashions and home decor at
affordable prices that competes with Kohls and JC Penney. Mervyns has a
well-earned reputation for its extensive selection of national and private-label
fashions and housewares. Mervyns was founded in San Lorenzo, California in 1949.
Currently, Mervyns operates 189 stores in 10 states, employing more than 20,000
associates. With approximately 11.2 million retail square feet overall, Mervyns
stores have an average of 59,000 retail square feet and are located primarily in
regional malls, community shopping centers, and freestanding locations primarily
in western states. In July of 2004, former parent company, Target, sold Mervyns
and its real estate to a consortium of private equity investors including: Sun
Capital Partners, Cerberus Capital, and Lubert-Adler/Klaff for $1.2 billion. The
majority of this purchase price was allocated to the real estate as of February
27, 2007.

PROPERTY MANAGEMENT. The property is managed Capmark Capital, Inc. an affiliate
of the Mervyns Corporate Headquarters Borrower.

LOCKBOX. A hard lockbox was established upon origination of the Mervyns
Corporate Headquarters Loan. The loan documents require the Mervyns Corporate
Headquarters Borrower to direct tenants to pay rent directly into the lockbox
account. So long as no Cash Flow Sweep Event has occurred and is continuing, any
remaining funds in the lockbox account after debt service payments and other
disbursements are disbursed to the Mervyns Corporate Headquarters Borrower.

A "Cash Flow Sweep Event" means the occurrence of (i) a monetary default under
the Mervyns lease or (ii) bankruptcy of Mervyns.

ESCROWS. The following escrow/reserve accounts have been established with
respect to Mervyns Corporate Headquarters Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
TI/LC Reserve (see below)                                $4,000,000    $      0
Tax                                                      $        0    $      0
Insurance                                                $        0    $      0
Replacement Reserve (springing)                          $        0    $  5,688
Environmental Reserve                                    $    1,000    $      0
--------------------------------------------------------------------------------

TI/LC RESERVE. Pursuant to an escrow agreement among the Mervyns Corporate
Headquarters Borrower, the seller of the Mervyns Corporate Headquarters Property
and PNC (the "Rebate Escrow Agreement"), $4,000,000 was deposited into an escrow
account (the "Rebate Escrow Account") upon origination of the Mervyns Corporate
Headquarters Loan. The Rebate Escrow Agreement provides that upon (i) the
termination of the Mervyns lease due to a tenant event of default or (ii) the
bankruptcy of Mervyns and failure by Mervyns to pay rent during such bankruptcy
(each a "Transfer Event"), all amounts in the Rebate Escrow Account will be
deposited into the TI/LC reserve account to fund tenant improvements and leasing
commissions in accordance with the related escrow agreement. The Rebate Escrow
Agreement also provides that if, among other things, no Transfer Event has
occurred within four years from the date of loan origination, all amounts in the
Rebate Escrow Account will be disbursed to the seller of the Mervyns Corporate
Headquarters Property.

REPLACEMENT RESERVE. Monthly replacement reserves will be collected only upon
the occurrence of certain events of default under the loan documents or the
Mervyns lease.

ADDITIONAL DEBT. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       24



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

MILLBRIDGE APARTMENTS


                       [2 PHOTOS OF MILLBRIDGE APARTMENTS]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                             Clementon, NJ
Property Type                                                       Multifamily
Size (Units)                                                                848
Percentage Physical Occupancy as of February 20, 2007                     91.5%
Year Built                                                                 1970
Year Renovated                                                              NAP
Appraisal Value                                                     $52,660,000
Average Monthly Rent Per Unit                                              $764
Underwritten Economic Occupancy                                           91.1%
Underwritten Revenues                                                $7,284,915
Underwritten Total Expenses                                          $4,298,539
Underwritten Net Operating Income (NOI)                              $2,986,376
Underwritten Net Cash Flow (NCF)                                     $2,774,376
September 2006 NOI (T-9 Annualized)                                  $2,762,780
2005 NOI                                                             $2,385,046
2004 NOI                                                             $2,974,351
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    2
Origination Date                                                 April 25, 2007
Cut-off Date Principal Balance                                      $40,000,000
Cut-off Date Loan Balance Per Unit                                      $47,170
Percentage of Initial Mortgage Pool Balance                                1.4%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.4420%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Call Protection                                            LO(25), Def(92),O(3)
Lockbox                                                                     NAP
Cut-off Date LTV Ratio                                                    76.0%
LTV Ratio at Maturity or ARD                                              76.0%
Underwritten DSCR on NOI                                                  1.35x
Underwritten DSCR on NCF                                                  1.25x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       25



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                         [MAP OF MILLBRIDGE APARTMENTS]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       26



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Millbridge Apartments Loan") is evidenced by a
single promissory note and is secured by a first mortgage encumbering the
borrower's fee simple interest in a multifamily complex (the "Millbridge
Apartments Property") located in Clementon, New Jersey. The Millbridge
Apartments Loan has a principal balance of $40,000,000 as of the cut-off date
and represents approximately 1.4% of the initial mortgage pool balance and
approximately 6.6% of the initial loan group 2 balance.

The Millbridge Apartments Loan was originated on April 25, 2007 and has a
remaining term of 119 months to its scheduled maturity date of May 8, 2017. The
Millbridge Apartments Loan may be voluntarily prepaid on or after March 8, 2017
without payment of a prepayment premium and permits defeasance with United
States government obligations beginning two years after the closing of the
series 2007-7 securitization trust.

THE PROPERTY. The Millbridge Apartments Property is a 62 building, two-story,
Class "B" apartment complex located at 1341 Blackwood Clementon Road in
Clementon, New Jersey. The garden-style property contains 848 units situated on
61.94 acres and was built between 1970 and 1978 and has been adequately
maintained with the borrower currently planning a $1,500,000 capital improvement
program to include landscaping, signage, parking lot improvements and roof and
gutter repairs. The complex offers two outdoor pools, four outdoor tennis courts
and an on-site leasing office and each unit contains either a patio or balcony.
The unit mix includes one-bedroom, one-bedroom with den and two-bedroom
apartment style units. 704 units are equipped with a washer and dryer within the
unit while the remaining units share three common laundry rooms each containing
five washers and five dryers. The Millbridge Apartments Property is subject to
vacancy de-control. The Millbridge Apartments Borrower is permitted to apply to
the township annually for permitted rent increases upon lease renewal. In July
and August of each year, the Millbridge Apartments Borrower is required to file
an application with the township requesting approval for a rent increase
percentage upon lease renewal. The township approves the application and the new
rent control increases are put into effect for any leases renewing during the
period from October through the following September.

The Millbridge Apartments Property is located within 12 miles of the
Philadelphia Central Business District and numerous public transportation
options including the SEPTA (nation's fourth largest mass transit network) and
PATCO train service. The award winning Pine Valley Golf Club is located
approximately one mile from the subject. Primary access to the neighborhood is
provided by NJ Route 534 (Blackwood Clementon Road) on which the property is
situated, NJ Route 30 and the White Horse Pike via Gibbsboro Road (NJ Route
686).



----------------------------------------------------------------------------------------------------------
                                                                             AVERAGE
                         NO. OF    AVERAGE          NET         % OF TOTAL   MONTHLY     AVERAGE MONTHLY
       UNIT MIX          UNITS    UNIT SF(1)   RENTABLE SF(1)     UNITS      RENT(1)   MARKET RENT/UNIT(2)
----------------------------------------------------------------------------------------------------------

1BR                       648         850         550,908          76.4%      $733            $764
2BR                       200       1,000         200,000          23.6%      $868            $875
----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    848         886         750,908         100.0%      $765            $790
----------------------------------------------------------------------------------------------------------


(1)   Information obtained from the Millbridge Apartments Borrower's rent roll
      dated February 20, 2007.

(2)   Information obtained from the Millbridge Apartments Appraisal dated
      February 5, 2007. The appraisal relies on many assumptions, and no
      representation is made as to the accuracy of those assumptions.

THE MARKET(3). The Millbridge Apartments Property is located in Gloucester
Township (Clementon), Camden County, New Jersey, approximately 12 miles east of
the Philadelphia Central Business District. The Philadelphia MSA is the fourth
largest metropolitan area in the United States with a current population of 5.8
million. Gloucester Township is a suburban community that benefits from a
well-developed transportation infrastructure that provides access to the major
employment centers in Center City Philadelphia and within the region.

The population of Camden County increased at a compounded annual rate of 0.17%
from 2001 to 2006. For the same time period, the Philadelphia MSA grew at a
compounded annual rate of approximately 0.02%. Over the last ten years Camden
County's average annual compound change was 0.17%, compared to 0.14% for the
Philadelphia MSA. The area's population growth has been driven by young, single
residents. From 2001 to 2006, employment in both Camden County and the
Philadelphia MSA grew at an average annual compound rate of 1.08%.

As of third quarter 2006, the vacancy rate in the Camden West submarket for
Class "B/C" properties was 3.5% and has been declining since its peak of 4.4% in
2004. The Class "B/C" asking rental rate is also higher at $735 per unit and has
been rising since its low point of $558 per unit in 1997. Class "B/C" asking
rents have increased an average of 3.2% per year since that time. The direct
competitive set of 5 properties exhibits an average occupancy of 98% with
average rents of $806 per unit. No units have been added to the submarket
inventory over the last 9 years and according to REIS, Inc. and CoStar, there
are no new or proposed multifamily projects.

THE BORROWER. SDK Millbridge Gardens, LLC (the "Millbridge Apartments
Borrower"), is a Delaware limited liability company and a single purpose entity.
The Millbridge Apartments Borrower is owned by SDK Holdings LLC (99%) and SDK
Properties, LLC (1%). SDK Holdings LLC is held by Dinesh Khosla (49.559%), the
sponsor of the Millbridge Apartments Loan, and his wife Savita Khosla (50.441%),
both of whom are indemnitors to this transaction. SDK Properties, LLC is 100%
owned by Dinesh Khosla.

(3)   Certain information obtained from the appraisal of the Millbridge
      Apartments Property dated February 5, 2007. The appraisal relies on many
      assumptions, and no representation is made as to the accuracy of those
      assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       27



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

The sponsor, Dinesh Khosla, is a PhD from Yale Law School and currently a
Professor of Law at the City University of New York (CUNY) School of Law. Mr.
Khosla currently owns a portfolio of 737 apartments in 6 properties and has
ownership interest in two medical office buildings and one traditional office
building.

PROPERTY MANAGEMENT. The Millbridge Apartments Property is self-managed by the
principals of the Millbridge Apartments Borrower. The Khosla's manage all their
commercial properties and have a staff of 22 employees, including five property
managers and 15 maintenance staff. Mr. Khosla has over 20 years of real estate
investing and management experience.

LOCKBOX. None.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Millbridge Apartment Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                    $  100,780    $100,780
Insurance                                                $   14,387    $ 14,387
Replacement Reserve                                      $        0    $17,6671
--------------------------------------------------------------------------------

(1)   The amount of the replacement reserve account shall not exceed $1,060,020
      (the "Replacement Reserve Cap"). Upon reaching the Replacement Reserve
      Cap, the Millbridge Apartments Borrower may cease making monthly deposits.
      If at any time thereafter the replacement reserve account is below the
      Replacement Reserve Cap, then the Millbridge Apartments Borrower is
      required to recommence and continue making the monthly deposits until the
      amount of the replacement reserve account equals the Replacement Reserve
      Cap.

PAYMENT GUARANTY. Dinesh and Savita Khosla provided a personal recourse guaranty
of $4,000,000 at loan closing. The recourse guaranty will stay in place until
the Millbridge Apartments Property has attained a debt service coverage ratio of
at least 1.20x, based on a 30 year amortization schedule, for a period of 12
consecutive months.

PERMITTED MEZZANINE DEBT. The Millbridge Apartments Borrower may incur future
mezzanine debt upon the satisfaction of certain criteria including (i) no event
of default has occurred or is continuing under the loan documents, (ii) the
aggregate amount of the Millbridge Apartments Loan and the mezzanine loan does
not exceed a loan-to-value ratio of 90% and supports a debt service coverage
ratio equal to 1.07x or greater (based on a 30-year amortization schedule),
(iii) lender has entered into a reasonably acceptable intercreditor agreement
with the holder of the mezzanine loan and (iv) lender has received letters from
the applicable rating agencies stating that the ratings of the certificates will
not, as a result of the proposed mezzanine loan, be downgraded from the then
current ratings thereof, qualified or withdrawn.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       28



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

RENAISSANCE III RETAIL


                      [2 PHOTOS OF RENAISSANCE III RETAIL]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                             Las Vegas, NV
Property Type                                                            Retail
Size (Square Feet)                                                      225,973
Percentage Physical Occupancy as of April 4, 2007                         92.8%
Year Built                                                                 1987
Year Renovated                                                              NAP
Appraisal Value                                                     $50,000,000
# of Tenants                                                                 38
Average Rent Per Square Foot                                             $15.43
Underwritten Economic Occupancy                                           91.6%
Underwritten Revenues                                                $3,843,649
Underwritten Total Expenses                                            $785,817
Underwritten Net Operating Income (NOI)                              $3,057,832
Underwritten Net Cash Flow (NCF)                                     $2,906,430
Feb 2007 (TTM) NOI                                                   $3,196,000
2006 NOI                                                             $2,738,415
2005 NOI                                                             $2,980,363
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        CRF
Loan Group                                                                    1
Origination Date                                                    May 7, 2007
Cut-off Date Principal Balance                                      $40,000,000
Cut-off Date Loan Balance Per Square
     Foot                                                                  $177
Percentage of Initial Mortgage Pool
     Balance                                                               1.4%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.8000%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD
     (Months)                                                               120
Original Amortization Term (Months)                                         NAP
Original Call Protection                                    LO(25),Def(91),O(4)
Lockbox                                                                     NAP
Cut-off Date LTV Ratio                                                    80.0%
LTV Ratio at Maturity or ARD                                              80.0%
Underwritten DSCR on NOI                                                  1.30x
Underwritten DSCR on NCF                                                  1.23x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       29



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                         [MAP OF RENAISSANCE III RETAIL]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       30



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Renaissance III Retail Loan") is evidenced by
a single promissory note secured by a first mortgage encumbering a 225,973
square foot, Class B+, retail center (the "Renaissance III Retail Property")
located in Las Vegas, Nevada. The Renaissance III Retail Loan represents
approximately 1.4% of the initial mortgage pool balance and approximately 1.8%
of the initial loan group 1 balance.

The Renaissance III Retail Loan was originated on May 7, 2007, and has a
principal balance as of the cut-off date of $40,000,000. The Renaissance III
Retail Loan has a remaining term of 119 months and a scheduled maturity date of
May 8, 2017. The Renaissance III Retail Loan permits defeasance of the entire
loan with United States Treasury obligations or other non-callable government
securities beginning two years after the closing date of the series 2007-7
securitization trust. Voluntary prepayment of the Renaissance III Retail Loan is
permitted on or after February 8, 2017, without penalty.

THE PROPERTY. The Renaissance III Retail Loan is secured by a fee interest in a
225,973 square foot one-story Class "B+" grocery anchored community retail
center. The center is situated on approximately 23 acres and was constructed in
1987. The Renaissance III Retail Property is anchored by Food For Less, a
Kroger-brand grocery store. The center is situated at the corner of two roadways
with an estimated combined traffic count of 45,000 vehicles per day. The
Renaissance III Retail Property has approximately 910 parking spaces (4.03
spaces per 1,000 square feet).

The following tables present certain information regarding the Renaissance III
Retail Loan Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                    MAJOR TENANT INFORMATION(1)
                                                    ---------------------------
                                                CREDIT RATING       SQUARE                 BASE RENT PER   % OF TOTAL      LEASE
TENANT NAME                PARENT COMPANY     (MOODY'S / S&P)(2)     FEET      % OF GLA    SQUARE FOOT     BASE RENT     EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Food For Less(3)             Kroger Co.           Baa2/BBB--         60,560      26.8%     $        9.00      16.9%      12/31/2018
State of Nevada(4)        State of Nevada          Aa1/AA+           38,151      16.9              15.60      18.4       11/30/2013
Hollywood Video          Movie Gallery Inc.        Caa2/B--          14,669       6.5              18.72       8.5       3/31/2011
The Ritz                        NAP                 NR/NR            12,159       5.4              14.31       5.4       9/30/2008
Ace Hardware                    NAP                 NR/NR            11,043       4.9              12.00       4.1       12/31/2015
Professional Fitness            NAP                 NR/NR            10,483       4.6              17.05       5.5       12/31/2008
Clark County                Clark County            Aa1/A+            7,124       3.2              18.73       4.1       2/28/2008
Ichabod's Lounge                NAP                 NR/NR             5,888       2.6              24.01       4.4       2/28/20095
Cellular One                    NAP                 NR/NR             3,264       1.4              28.68       2.9       3/31/2010
Community One Federal           NAP                 NR/NR             3,052       1.4              28.58       2.7       7/31/2011
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                              166,393      73.6%     $       14.16      72.8%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the Renaissance III Retail Borrowers'
      rent roll dated April 4, 2007.

(2)   Credit ratings are of the parent company whether or not the parent company
      guarantees the lease.

(3)   Food For Less is permitted to "go dark" for a period of six months if the
      minimum rent is paid.

(4)   State of Nevada may terminate its lease if the Governor or the Nevada
      legislature restrict or impair its funding and ability to satisfy rent
      obligations.

(5)   1,260 square feet expire in 2012.



------------------------------------------------------------------------------------------------------------------------------------
                                                   LEASE ROLLOVER SCHEDULE(1),(2)
                                                   -----------------------------
                                                                                                                         CUMULATIVE
             NUMBER OF     SQUARE                                % OF BASE   CUMULATIVE     CUMULATIVE %    CUMULATIVE      % OF
              LEASES        FEET       % OF GLA     BASE RENT      RENT      SQUARE FEET       OF GLA       BASE RENT     BASE RENT
   YEAR      EXPIRING     EXPIRING     EXPIRING      EXPIRING    EXPIRING     EXPIRING        EXPIRING       EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

  Vacant        NAP          16,267       7.2%      $       --      0.0%          16,267         7.2%       $       --        0.0%
   MTM           4            5,155       2.3           90,534      2.8           21,422         9.5            90,534        2.8
   2007          3            3,587       1.6           66,136      2.0           25,009        11.1           156,670        4.8
   2008          8           40,047      17.7          690,239     21.3           65,056        28.8           846,909       26.2
   2009         10           17,085       7.6          358,321     11.1           82,141        36.3         1,205,231       37.3
   2010          1            3,264       1.4           93,598      2.9           85,405        37.8         1,298,829       40.1
   2011          7           26,950      11.9          591,073     18.3          112,355        49.7         1,889,902       58.4
   2012          3            3,864       1.7           72,413      2.2          116,219        51.4         1,962,315       60.7
   2013          1           38,151      16.9          595,314     18.4          154,370        68.3         2,557,629       79.1
   2015          1           11,043       4.9          132,516      4.1          165,413        73.2         2,690,145       83.2
Thereafter       1           60,560      26.8          545,040     16.8          225,973       100.0         3,235,185      100.0
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL         39          225,973     100.0%      $3,235,185    100.0%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the Renaissance III Retail Borrowers'
      rent roll dated April 4, 2007.

(2)   The numbers in this chart are based on the assumption that no tenant
      exercises an early termination option.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       31



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE MARKET1. The Renaissance III Retail Property is located in the east
submarket of Las Vegas. The neighborhood is situated approximately five miles
southeast of the Las Vegas central business district, while the Las Vegas
"strip" is situated four miles to the west. In addition, McCarran International
Airport is situated approximately four miles to the southwest and the
I-515/Flamingo Road interchange is located approximately one mile east of the
Renaissance III Retail Property. The local economy is centered on the tourism
and convention industry, but continues to attract more business due to the low
overall cost of building. Between approximately 5,000 to 6,000 people per month
are estimated to be moving into the Las Vegas metro market.

The Las Vegas retail market and the east submarket have since the mid 1990s
experienced an average occupancy rate above 94% for Las Vegas and 91.6% for the
submarket. As of the third quarter of 2006, the average market occupancy for Las
Vegas was 97.3% and the east submarket average occupancy was 95.9%. During that
time, average annual rent was $23.88 per square foot in the Las Vegas market and
$20.16 per square foot in the east submarket. Since the fourth quarter of 2004
through the third quarter of 2006 average rent in the submarket has grown 5% per
year. In 2006, the average household income within a one, three and five mile
radius was $66,036, $47,054 and $50,122, respectively. The population in 2006,
within a one, three and five mile radius, was estimated to be 15,126, 184,474
and 430,627, respectively.

THE BORROWER. The borrowers are three tenants-in-common (the "Renaissance III
Retail Borrowers"), each of which is a single purpose Delaware limited liability
company. Mr. Sam Siam and his wife Shekofeh E. Ahari indirectly own two of the
Renaissance III Retail Borrowers with a 71.28% ownership interest and Mr. Behzad
Bandari indirectly owns the other Renaissance III Retail Borrower with a 28.72%
ownership interest. Mr. Sam Siam and Mr. Behzad Bandari are the non-recourse
carve-out guarantors.

According to Mr. Bandari, his work experience includes extensive real estate
development, management, and ownership experience of residential and commercial
properties in California, Texas, Hawaii, and Illinois. According to Mr. Bandari,
he currently has ownership interest in a total of approximately 314,916 square
feet of commercial property (including the Renaissance III Retail Property) as
well as a 188 unit multi-family property.

According to Mr. Siam, he currently has an ownership interest in 64,073 square
feet of retail property in Hawaii. In addition, according to Mr. Siam, he has
owned and sold several gasoline service stations and carwashes.

PROPERTY MANAGEMENT. The property manager for the Renaissance III Retail
Property is The Vista Group, a locally based firm who was the original developer
of the Renaissance III Retail Property and is not affiliated with the
Renaissance III Retail Borrower. The Vista Group has managed the Renaissance III
Retail Property since its inception and has managed retail properties in the Las
Vegas retail market for nearly 25 years. The Vista Group manages over 1 million
square feet in the Las Vegas, Nevada area, of which 416,068 square feet is
retail space (including the Renaissance III Retail Property), 606,079 square
feet is office space and 86,482 square feet is auto dealership space.

LOCKBOX. None.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Renaissance III Retail Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
  Taxes                                                  $  125,556    $ 17,937
  Insurance                                              $    9,446    $  4,723
  TI/LC Reserve                                          $        0    $  9,792
  Capital Expenditure Reserve                            $  370,000    $  2,825
  CAM(1)                                                 $   50,000    $      0
--------------------------------------------------------------------------------

(1)   Amounts in this reserve may be released to the Renaissance III Retail
      Borrower if, within six months of the Renaissance III Retail Loan closing
      date, among other things, lender is in receipt of an estoppel from the
      Food For Less tenant relating to the reconciliation of common area
      maintenance ("CAM") charges.

ADDITIONAL DEBT. None.

_______________________
(1)   Certain information in this section was obtained from third party
      appraisals. The appraisals rely on many assumptions and no representation
      is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       32



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

SCOTTSDALE CENTER


                         [2 PHOTOS OF SCOTTSDALE CENTER]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                                Rogers, AR
Property Type                                                            Retail
Size (Square Feet)                                                   201,565(1)
Percentage Physical Occupancy as of March 8, 2007                      71.9%(1)
Year Built                                                                 2001
Year Renovated                                                             2006
Appraisal Value                                                     $44,600,000
# of Tenant Leases                                                           14
Average Rent Per Square Foot                                              $9.99
Underwritten Economic Occupancy                                           77.7%
Underwritten Revenues                                                $3,162,153
Underwritten Total Expenses                                            $721,422
Underwritten Net Operating Income (NOI)                              $2,440,731
Underwritten Net Cash Flow (NCF)                                     $2,315,525
2006 NOI                                                             $1,713,509
2005 NOI                                                             $1,210,364
2004 NOI                                                             $1,279,819
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                    May 2, 2007
Cut-off Date Principal Balance                                      $38,000,000
Cut-off Date Loan Balance Per Square Foot                                  $189
Percentage of Initial Mortgage Pool Balance                                1.4%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.7480%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Original Call Protection                                    LO(25),Def(91),O(4)
Lockbox                                                                     NAP
Cut-off Date LTV Ratio                                                 71.7%(2)
LTV Ratio at Maturity or ARD                                           71.7%(2)
Underwritten DSCR on NOI                                               1.31x(2)
Underwritten DSCR on NCF                                               1.24x(2)
--------------------------------------------------------------------------------

(1)   Excludes the tenant Belk, which occupies its space pursuant to a ground
      lease for 114,614 square feet which expires March 1, 2022. The occupancy
      including the Belk ground lease is 84.0% and the total square footage is
      316,179.

(2)   Calculated after taking into account a $6,000,000 leasing reserve
      holdback. See "Leasing Reserve Holdback" herein for further information.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       33



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                           [MAP OF SCOTTSDALE CENTER]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       34



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Scottsdale Center Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering the fee interest
in a anchored retail center (the "Scottsdale Center Property") located in
Rogers, Arkansas. The Scottsdale Center Loan represents approximately 1.4% of
the initial mortgage pool balance and approximately 1.7% of the initial loan
group 1 balance.

The Scottsdale Center Loan was originated on May 2, 2007, and has a principal
balance as of the cut-off date of $38,000,000. The Scottsdale Center Loan has a
remaining term of 119 months to its maturity date of May 8, 2017. The Scottsdale
Center Loan may be prepaid on or after February 8, 2017 without penalty, and
permits defeasance with United States government obligations beginning two years
after the closing date of the series 2007-7 securitization trust.

THE PROPERTY. The Scottsdale Center Property is a Class "A" 201,565-square-foot
anchored retail center located at the intersection of Interstate 540 and US
Highway 71 (Walnut Ave) in Rogers, Arkansas. Part of a larger retail center, the
property is situated on a 23.831-acre site and was built from 2001 to 2006.
Currently, the center is 84.0% occupied (including the Belk ground lease tenant)
and considered by the appraiser to be in excellent condition. The subject is
shadow anchored by Kohl's, Lowe's, and a Malco Theater. Major tenants include
Belk (ground lease), Linen `N Things, Barnes & Noble and Staples.

The following table presents certain information relating to the major tenants
at the Scottsdale Center Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                         TENANT INFORMATION
                                                         ------------------
                                                                 CREDIT RATINGS      SQUARE                BASE RENT       LEASE
TENANT NAME                    PARENT COMPANY                   (MOODY'S/S&P)(1)      FEET      % OF GLA      PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Belk (Ground Lease)            NAP                                    NR/NR          114,614      36.2%     $ 4.05        3/1/2022
Linen 'N Things                NAP                                    B3/B            32,575      10.3       10.50       3/12/2012
Barnes & Noble                 NAP                                    NR/NR           23,000       7.3       14.57       1/31/2013
Staples                        NAP                                  Baa1/BBB+         20,388       6.4       14.50      11/30/2016
------------------------------------------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

The following table presents certain information relating to the lease rollover
schedule at the Scottsdale Center Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(1),(2)
                                                 ------------------------------
                                                                                                                         CUMULATIVE
                                                                 % OF BASE                                  CUMULATIVE      % OF
             # OF LEASES   TOTAL SF   % OF TOTAL    BASE RENT      RENT      CUMULATIVE     CUMULATIVE %    BASE RENT     BASE RENT
   YEAR       EXPIRING     EXPIRING   SF EXPIRING    EXPIRING    EXPIRING    SF EXPIRING   OF SF EXPIRING    EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

  Vacant         NAP         50,744      16.0%      $       --         0.0%     50,744          16.0%       $       --       0.0%
   2007           1           3,292       1.0           71,173         2.7      54,036          17.1            71,173       2.7
   2009           1           5,592       1.8           95,064         3.6      59,628          18.9           166,237       6.3
   2010           1           5,543       1.8           99,774         3.8      65,171          20.6           266,011      10.0
   2011           1           5,592       1.8          100,656         3.8      70,763          22.4           366,667      13.8
   2012           3          57,873      18.3          728,856        27.5     128,636          40.7         1,095,523      41.3
   2013           1          23,000       7.3          335,110        12.6     151,636          48.0         1,430,633      53.9
   2014           2           8,292       2.6          145,840         5.5     159,928          50.6         1,576,473      59.4
   2016           1          20,388       6.4          295,626        11.1     180,316          57.0         1,872,099      70.6
   2017           2          21,249       6.7          316,557        11.9     201,565          63.8         2,188,656      82.5
Thereafter        2         114,614      36.2          464,130        17.5     316,179         100.0         2,652,787     100.0
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL          15         316,179     100.0%      $2,652,787       100.0%
------------------------------------------------------------------------------------------------------------------------------------



(1)   Information obtained from the Scottsdale Center Borrower's rent roll dated
      March 8, 2007.

(2)   Lease Expiration Schedule includes Belk, on a ground lease for 114,614
      square feet through March 1, 2022.

THE MARKET.(1) The Scottsdale Center Property is located in Rogers, Arkansas
which is in the northwest corner of the State of Arkansas. The estimated number
of households within the Scottsdale Center Property's five-mile radius as of
2006 was 29,785 and is projected to grow by approximately 19.5% to 35,595 by
2011, with the population projected to grow from 80,830 to 96,503 over the same
period. The Scottsdale Center Property's trade area extends not only to the
relatively affluent population surrounding the Scottsdale Center Property, but
also to the greater Fort Smith-Fayetteville area and beyond. Five Fortune 500
companies are headquartered in Arkansas: Wal-Mart, Alltel, Dillard's, Murphy
Oil, and Tyson Foods. The Milken Institute ranks the
Fayetteville/Springdale/Rogers MSA among the nation's top performers for job
growth.

The average household income within one mile of the Scottsdale Center Property's
trade area was approximately $70,120 as of 2006 and approximately $62,596 within
five miles of the Scottsdale Center Property, significantly higher than the
metro, state and national average. Demographic projections show the site
centrally located within a large area in which more than 20% of the households
are expected to have household incomes in excess of $100,000.

(1)   Certain information obtained from appraisal of the Scottsdale Center
      Property dated march 20, 2007. The appraisal relies on many assumptions,
      and no representation is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       35



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

Key business sectors represented in the market area are Retail (Wal-Mart),
Logistics (J.B. Hunt, PAM Transportation, Cannon Express), Food and Kindred
Product (Tyson Foods, Peterson Farms, Simmons Foods, McKee Foods, George's
Processing, Cargill, Pinnacle Foods), Medical Services (St. Mary's Hospital,
Quality Health Care, Washington Regional Medical Center, Northwest Health
Systems, Veteran's Administration Hospital), Education (University of Arkansas,
Northwest Arkansas Community College, Northwest Technical Institute) and
Miscellaneous Manufacturing (Superior Industries, Kawneer Company, Easco Hand
Tools).

The Pinnacle Hills Promenade Mall opened in November 2006, approximately 4 miles
from the subject and is now considered the area's retail anchor. The property is
reportedly fully leased. The state has approved the extension of 40th Street
from the subject to the Pinnacle Hills Promenade mall area, scheduled for
completion by October 2007. The Pinnacle Hills Promenade Mall was previously
securitized in the series 2006-4 securitization in December 2006 by MLML.

THE BORROWER. The borrowing entity, SBC Hopper LLC (the "Scottsdale Center
Borrower") is an Arkansas limited liability company single purpose entity owned
by SBC Hopper, Inc. (1%) as general partner, Tom Hopper (50%), and Gloria Hopper
(49%). SBC Hopper, Inc. is owned equally by Tom and Gloria Hopper, the sponsors.
Mr. Hopper has developed all of the phases of Scottsdale Center in addition to
several other projects in Arkansas. He is also the President of Crafton, Tull,
Sparks & Associates, Inc. which is a multi-discipline engineering,
architectural, and surveying company with over 200 employees in 9 offices
throughout the southeast.

PROPERTY MANAGEMENT. The property is self-managed by the sponsors. Tom Hopper
has developed and managed all phases of Scottsdale Center in addition to several
office and residential projects in Arkansas.

LOCKBOX. None.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Scottsdale Center Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                    $        0    $  24,122
Insurance                                                $   64,088    $   6,409
Capital Expenditures(1)                                  $        0    $   2,635
TI/LC Reserve                                            $        0    $   5,270
Leasing Reserve Holdback                                 $6,000,000    $       0
Rue 21 Reserve(2)                                        $   41,944    $       0
--------------------------------------------------------------------------------

(1)   Capped at $94,860.

(2)   6 months of rent for the Rue 21 space shall be held as reserve until the
      tenant is open for business, paying rent, and delivers an estoppel
      satisfactory to lender.

LEASING RESERVE HOLDBACK. A Leasing Reserve Holdback will be held as additional
collateral until (i) the Scottsdale Center Property reaches 90% occupancy, (ii)
the Scottsdale Center Property achieves a debt service coverage ratio no less
than 1.20x and (iii) leases generate annual rental income no less than
$3,050,000. The reserve will be released in parts no more than once per quarter,
with rents from tenants in place and paying rent, whose remaining lease term is
at least 1-year from the then current date. If the Leasing Reserve Holdback
funds are not released within 36 months the unreleased amount in the reserve
account will be either used to pay down the proceeds of the Scottsdale Center
Loan using yield maintenance or held as additional collateral for the term of
the Scottsdale Center Loan. In addition, there will be a monthly reserve for the
difference between the interest only debt service payment required under the
terms of the loan documents and debt service payment if the Scottsdale Center
Loan amortized on a 30-year schedule, which reserve will be in place for the
remainder of the Scottsdale Center Loan.

ADDITIONAL DEBT. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       36



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

ORLANDO AIRPORT INDUSTRIAL


                    [2 PHOTOS OF ORLANDO AIRPORT INDUSTRIAL]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                               Orlando, FL
Property Type                                                        Industrial
Size (Square Feet)                                                      493,000
Percentage Physical Occupancy as of February 26, 2007                    100.0%
Year Built                                                                 2001
Year Renovated                                                              NAP
Appraisal Value                                                     $47,400,000
# of Tenant Leases                                                            1
Average Rent Per Square Foot                                              $5.96
Underwritten Economic Occupancy                                          100.0%
Underwritten Revenues                                                $3,662,151
Underwritten Total Expenses                                            $834,603
Underwritten Net Operating Income (NOI)                              $2,827,547
Underwritten Net Cash Flow (NCF)                                     $2,742,506
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                 April 16, 2007
Cut-off Date Principal Balance                                      $35,000,000
Cut-off Date Loan Balance Per Square Foot                                   $71
Percentage of Initial Mortgage Pool Balance                                1.3%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.6260%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Original Call Protection                                     LO(25),DeforGRTRof
                                                                YMor1%(89),O(6)
Lockbox                                                                    Hard
Cut-off Date LTV Ratio                                                    73.8%
LTV Ratio at Maturity or ARD                                              73.8%
Underwritten DSCR on NOI                                                  1.41x
Underwritten DSCR on NCF                                                  1.37x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       37



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                       [MAP OF ORLANDO AIRPORT INDUSTRIAL]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       38



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Orlando Airport Industrial Loan") is evidenced
by a single promissory note secured by a first mortgage encumbering the fee
interest in a industrial warehouse and distribution center (the "Orlando Airport
Industrial Property") located in Orlando, Florida. The Orlando Airport
Industrial Loan represents approximately 1.3% of the initial mortgage pool
balance and approximately 1.6% of the initial loan group 1 balance.

The Orlando Airport Industrial Loan was originated on April 16, 2007, and has a
principal balance as of the cut-off date of $35,000,000. The Orlando Airport
Industrial Loan has a remaining term of 119 months to its maturity date of May
8, 2017. The Orlando Airport Industrial Loan may be prepaid on or after December
8, 2016 without penalty, and permits either defeasance with United States
government obligations beginning two years after the closing date of the series
2007-7 securitization trust or with a prepayment penalty equal to the greater of
1% of the then outstanding principal balance and yield maintenance (calculated
using a discount rate equal to the applicable U.S. Treasury Rate ).

THE PROPERTY. The Orlando Airport Industrial Property is a 493,000-square-foot
Class "A" industrial center located adjacent to the Orlando International
Airport. The Orlando Airport Industrial Property is a warehouse/distribution
center for DaimlerChrysler Corporation, which is a wholly owned subsidiary of
DaimlerChrysler AG, a credit rated entity with a rating of Baa1 and BBB by
Moody's and S&P, respectively. The Orlando Airport Industrial Property is one of
DaimlerChrysler's 24 Regional Distribution Centers in the United States that
together cater to more than 4,000 auto dealerships. This location is the main
distribution hub for the southeastern United States and South and Central
America. This Orlando Airport Industrial Property warehouses and distributes car
parts for Mercedes and Chrysler and is well-designed to accommodate the
transition between air and ground shipment.

The Orlando Airport Industrial Property was built in 2001 and features a 10%
office finish, while the remainder of the space is warehouse space with a 32'
clear height and a truck turning radius of 150 feet. The building is 100%
climate controlled featuring thirty-six overhead doors with dock high loading.
The site is 42.5 acres and includes 382 auto parking spaces and 85 truck storage
spaces. It is large enough to accommodate a 135,000 sf future building expansion
or the additional area could be used for additional parking/trailer storage.

The following table presents certain information relating to the tenant at the
Orlando Airport Industrial Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                         TENANT INFORMATION
                                                         ------------------
                                                                 CREDIT RATINGS      SQUARE                BASE RENT       LEASE
        TENANT NAME                    PARENT COMPANY           (MOODY'S/S&P)(1)      FEET      % OF GLA      PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

DaimlerChrysler Corporation    DaimlerChrysler AG (NYSE: DCX)       Baa1/BBB         493,000     100.0%     $ 5.96     8/31/2016(2)
------------------------------------------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   The tenant has two 5-year renewal options at 12% rental increase for each
      period.

THE MARKET(3). The subject is located southeast of downtown Orlando in the
Southeast/Int'l Airport industrial submarket of Orlando. The subject is located
within the Airport International Park of Orlando (AIPO), a 1,350-acre industrial
park. This park is now the third largest industrial/business park in Central
Florida. Due to the reduction in amounts of industrial land near downtown
Orlando, the park has attracted tenants because of excellent inventory,
especially for users looking for 5-to 30-acre sites. Other companies that are
located in the park include Harris Paints, Nabisco-Kraft Foods, Burris Foods,
Goya Foods, Ashley Furniture and Wal-Mart--owned McLane Foodservices Inc.

The Orlando Airport Industrial Property is situated along the west side of Boggy
Creek Road, north of its intersection with Tradeport Drive. Boggy Creek Road
travels along the east side of Orlando International Airport connecting Sand
Lake Road and State Road 528/Beeline Expressway with Osceola County. State Road
527/Orange Avenue is located approximately 1/2 mile west of the subject property
and it travels from the subject's local area north into Downtown Orlando and
south into Osceola County. Sand Lake Road (McCoy Road) is an east/west arterial
roadway which travels parallel to and along the north side of State Road
528/Beeline Expressway. State Road 528/Beeline Expressway is a limited access
toll road that connects Port Canaveral to Interstate 4 in Orlando. The Florida
Turnpike is located approximately 3 miles west of the subject. The Florida
Turnpike is a north/south toll road that connects Miami with Ocala.

In 2006, the Southeast/International Airport submarket had the highest overall
absorption on record with 1.3 million square feet. Three major build-to-suits, a
500,000-sf warehouse/distribution facility for Whirlpool, a 314,132-sf
manufacturing plant for Windsor, and a 225,000-sf manufacturing building for
Sealy Mattress were all completed over the past twelve months.

THE TENANT. DaimlerChrysler Corporation is part of DaimlerChrysler AG's
DaimlerChrysler Motors Company LLC subsidiary. The company manufactures
passenger cars and light trucks under the Dodge, Chrysler, and Jeep brands.
DaimlerChrysler Corporation's sister companies include DaimlerChrysler Canada
and DaimlerChrysler de Mexico.

_______________________

(3)   Certain information in this section was obtained from third party
      appraisals. The appraisals rely on many assumptions and no representation
      is made as to the accuracy of those assumptions.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       39



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE BORROWER. Bellambert LLC (the "Orlando Airport Industrial Borrower") is a
Delaware limited liability company single purpose entity, wholly owned by
Belterra Realty Corporation, which is owned by Belterra Capital Fund LLC and
preferred shareholders. Belterra Capital Fund LLC reported as of June 30, 2006,
total assets of approximately $1.8 billion. Belterra Capital Fund LLC is managed
by Eaton Vance Corp (NYSE:EV) a financial services firm primarily engaged in the
business of managing investment funds.

PROPERTY MANAGEMENT. The Orlando Airport Industrial property is self-managed.

LOCKBOX. A hard lockbox was established upon origination of the Orlando Airport
Industrial Loan. The loan documents require the Orlando Airport Industrial
Borrower to direct the tenant to pay rent directly into the lockbox account. So
long as no Cash Flow Sweep has occurred and is continuing, all funds in the
lockbox account will be payable to the Orlando Airport Industrial Borrower. Upon
the occurrence and continuance of a Cash Flow Sweep, all funds in the lockbox
account will be swept to a cash management account and any funds remaining in
the cash management account after debt service payments, costs and expenses of
maintaining the cash management account, operating expenses and extraordinary
expenses will be deposited into the excess cash account.

"Cash Flow Sweep" means if at any time during the term of the Orlando Airport
Industrial Loan (i) there is an event of default under the loan documents, (ii)
the senior unsecured debt rating of DaimlerChrysler AG or any entity that
assumes the liabilities or obligations of the tenant under the lease (or its
parent company) or any replacement tenant (or its parent company) falls below
"BB" by S&P, or "Ba2" by Moody's or any such entity is not rated, (iii) if
Daimler Chrysler Corporation fails to renew its lease on or prior to February 7,
2015 or (iv) a default, beyond any applicable notice and cure period, by Daimler
Chrysler Corporation under its lease occurs.

ESCROWS. Escrows for insurance payments and property taxes have been waived as
Daimler Chrysler Corporation is responsible for the payment of such amounts.
Daimler Chrysler Corporation is also responsible for ongoing capital
improvements. There will be a springing cash flow sweep up to maximum $5 psf
(approximately $2.5 million) in the event that the credit rating of
DaimlerChrysler AG (the parent company; or resulting parent company in event of
acquisition or merger) drops below a rating of "BB" by S&P, or "Ba2" Moody's. In
the event of subsequent upgrade to "BB" or "Ba2", as applicable, or better, the
funds in the excess cash reserve account will be disbursed to the Orlando
Airport Industrial Borrower. The Orlando Airport Industrial Borrower will have
option to submit letter of credit (from Belterra Capital Fund LLC) in the same
amount of the cash sweep.

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
TI/LC Reserve                                            $        0    $    0(1)
--------------------------------------------------------------------------------

(1)   The loan documents provide for a net cash flow (after debt service) sweep
      18 months prior to the expiration of the DaimlerChrysler lease. If such
      tenant extends its lease, the funds collected will be returned and the net
      cash flow (after debt service) sweep will end. If such tenant does not
      extend, the net cash flow (after debt service) sweep will continue.

ADDITIONAL DEBT. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       40



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

BROADSTONE VISTA RIDGE


                      [2 PHOTOS OF BROADSTONE VISTA RIDGE]


--------------------------------------------------------------------------------
                      PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                         Lewisville, Texas
Property Type                                                       Multifamily
Size (Units)                                                                372
Percentage Physical Occupancy as of March 19, 2007                        90.3%
Year Built                                                                 2006
Year Renovated                                                              NAP
Appraisal Value (As-Is)                                             $46,000,000
Average Monthly Rent Per Unit                                            $1,052
Underwritten Economic Occupancy                                           88.5%
Underwritten Revenues                                                $4,431,645
Underwritten Total Expenses                                          $1,657,898
Underwritten Net Operating Income (NOI)                              $2,773,747
Underwritten Net Cash Flow (NCF)                                     $2,680,747
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        PNC
Loan Group                                                                    2
Origination Date                                                 March 20, 2007
Cut-off Date Principal Balance                                      $33,300,000
Cut-off Date Loan Balance Per Unit                                      $89,516
Percentage of Initial Mortgage Pool Balance                                1.2%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           5.7400%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
Call Protection                                            LO(36),Def(81), O(3)
Lockbox                                                                     NAP
Cut-off Date LTV Ratio                                                    72.4%
LTV Ratio at Maturity or ARD                                              72.4%
Underwritten DSCR on NOI                                                  1.43x
Underwritten DSCR on NCF                                                  1.38x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       41



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------


                         [MAP OF BROADSTONE VISTA RIDGE]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       42



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Broadstone Vista Ridge Loan") is evidenced by
a single promissory note and is secured by a fee simple first mortgage
encumbering a 372 unit garden apartment complex (the "Broadstone Vista Ridge
Property") on approximately 19.44 acres in Lewisville, Texas. The Broadstone
Vista Ridge Loan represents approximately 1.2% of the initial mortgage pool
balance and approximately 5.5% of the initial loan group 2 balance.

The Broadstone Vista Ridge Loan was originated on March 20, 2007 to finance the
$44,050,000 purchase of the property and has a principal balance as of the cut
off date of $33,300,000. The Broadstone Vista Ridge Loan has a remaining term of
118 months and is scheduled to mature as of the maturity date of April 1, 2017.
The Broadstone Vista Ridge Loan permits defeasance with United States government
obligations beginning the later of (1) two years after the securitization or (2)
three years after the first payment. The Broadstone Vista Ridge Loan may be
voluntarily prepaid without payment of a prepayment premium from and after
February 1, 2017.

THE PROPERTY. The subject property is a newly constructed Class A 372-unit
garden apartment complex contained in 36, two and three-story residential
buildings including the clubhouse, leasing office, fitness and business centers.
The property is located in the northwest portion of the City of Lewisville
(Dallas), Denton County, Texas at 160 East Vista Ridge Mall Drive, approximately
15 miles northeast of the Dallas central business district. Interstate 35E is
one mile east of the property and Highway 121 is a few blocks to the south.
There are 17 different floor plans including 21 buildings with two-story
carriage home apartments. Additional amenities include two lifestyle swimming
pools, a playground, a billiards facility, fitness center and picnic areas.
Parking is abundant and 84 units have attached garages, 40 breezeway garages
rent for $85 per month, there are 60 detached garages that rent for $70 per
month and 104 carports that rent for $35 per month. Each rental unit has its own
washer and dryer connection, the property is entirely electric and all units are
separately metered.

Basic interior finishes include an entry foyer, living room, open kitchens with
breakfast bar, bedrooms with walk-in closets, laundry/utility room and
patio/balcony. The kitchens are equipped with electric range/ovens, cherry
cabinetry, refrigerator with ice makers, dishwasher, granite countertops,
microwave and stainless steel sinks with disposal. Each rental unit has nine
foot ceilings and is equipped with smoke detectors, ceiling fans, fire
sprinklers and resident controlled video access for guest entry.



-----------------------------------------------------------------------------------------------------------
                                                                             AVERAGE
                         NO. OF    AVERAGE          NET         % OF TOTAL   MONTHLY      AVERAGE MONTHLY
       UNIT MIX          UNITS    UNIT SF(1)   RENTABLE SF(1)     UNITS      RENT(1)    MARKET RENT/UNIT(1)
-----------------------------------------------------------------------------------------------------------

1 Br                      180         772         138,936          48.4%     $    883         $  885
2 Br                      160       1,170         187,176          43.0         1,152          1,126
3 Br                       32       1,237          39,584           8.6         1,441          1,400
-----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE    372         983         365,696           100%     $  1,047         $1,033
-----------------------------------------------------------------------------------------------------------


(1)   Information obtained from the Broadstone Vista Ridge Property appraisal
      dated December 21, 2006. The appraisal relies on many assumptions, and no
      representation is made as to the accuracy of those assumptions.

THE MARKET.(1) According to the Reis 2006 4th Quarter Metro Analysis, the
Greater Dallas Market contains a total of 373,676 units in 1,735 different
projects citywide including 3,471 units in new completions for 2005. During
2006, an additional 3,653 units were added with a reported 3,878 units proposed
by year-end 2007. With an average occupancy of 91.7%, the Dallas market has
managed the new deliveries well in light of strong competition with single
family home sales. A majority (70%) of the Greater Dallas Metropolitan
multi-family inventory was constructed prior to 1989.

The same report divides the greater Dallas metro into 23 submarkets. The subject
property is located within the Lewisville market, which includes a total of
20,699 units (6% of the Dallas Metro) within 81 projects. According to the
aforementioned report, occupancy for this market is averaging 91%. A 3rd quarter
2006 market survey by Hendricks Partners reports that the Denton/Lewisville
occupancy is 95.3%, up one percent from the same period one year ago. Hendricks
Partners also reports that rents have risen 7.1% over the last 12 months. The
appraiser, Deverick & Associates, Inc., has stabilized the property at 91%,
including vacancy, concessions and collection loss.

THE BORROWER. The borrower, USA Broadstone Vista Ridge, DST, a Delaware
statutory trust (the "Broadstone Vista Ridge Borrower") is sponsored by U.S.
Advisor, LLC ("US Advisor"). U.S. Advisor, is a Virginia, LLC formed in 1999 to
advise syndicated limited partnerships, limited liability companies, and other
entities with respect to the acquisition, management, and disposition of real
estate assets. Executive officers of U.S. Advisor are: Kevin Fitzgerald
(President), Wayne Bradford (Senior Vice President - Asset Management), and
Patrick Shiver (Senior Vice President - Marketing/Sales).

Since 2001, U.S. Advisor and its wholly owned subsidiary, U.S. Commercial, LLC
have been co-sponsors or sponsors of Tenant in Common and Delaware Statutory
Trust offerings of real estate. In addition, U.S. Commercial, LLC is currently
the sponsor of a private Real Estate Investment Trust ("REIT") focused on self
storage properties and U.S. Advisor has been involved in the acquisition and
structuring of two highly leveraged tax-advantaged real estate investments. As
of December 31, 2006, U.S. Advisor has been involved in the acquisition,
offering and sale of 78 properties with a total offering price of
$2,191,088,286, which consisted of $705,545,926 of equity and $1,485,542,360 in
debt. The properties acquired have been located primarily in Texas, Florida,
Georgia, North Carolina, Colorado and Tennessee. U.S. Advisor has also sponsored
the acquisition of properties in California, Arizona and Kansas. These
acquisitions represent nearly 17,000 apartment units, nearly 2.2 million square
feet of office and retail space and nearly 1.5 million net rentable square feet
of self-storage space.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       43



ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-7
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT: The Broadstone Vista Ridge Property is managed by
Southhampton Management, Inc. ("Southhampton"), a division of Sueba USA
Corporation. Southhampton has more than 20 years of property management
experience. Southhampton has performed property management on a large scale for
institutional investors. Currently, Southhampton is managing units throughout
Houston and through Sueba is expanding into the Dallas/Fort Worth and San
Antonio markets.

LOCKBOX. None

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Broadstone Vista Ridge Loan.

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES
                                ----------------
TYPE:                                                     INITIAL       MONTHLY
--------------------------------------------------------------------------------
Taxes                                                    $  214,529    $  53,632
Insurance                                                $   34,723    $   5,787
Replacement Reserve                                      $  400,000    $   6,200
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markers LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

                                       44



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                     ANNEX D

                             FORM OF TRUSTEE REPORT


                                       D-1





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


135 S. LaSalle Street, Suite 1625
Chicago, IL 60603
USA

                                 ABN AMRO ACCT:
                       REPORTING PACKAGE TABLE OF CONTENTS

Administrator:                                         Analyst:
Daniel Laz 312.992.2191                                Patrick Gong 714.259.6253
daniel.laz@abnamro.com                                 patrick.gong@abnamro.com

Issue Id: SAMPMERL

Monthly Data File
Name: SAMPMERL_200707_3.ZIP

                                                                         Page(s)
                                                                         -------
Statements to Certificateholders                                          Page 2
Cash Reconciliation Summary                                               Page 3
Bond Interest Reconciliation                                              Page 4
Bond Interest Reconciliation                                              Page 5
Bond Principal Reconciliation                                             Page 6
Shortfall Summary Report                                                  Page 7
Asset-Backed Facts ~ 15 Month Loan Status Summary                         Page 8
Asset-Backed Facts ~ 15 Month Loan Payoff/Loss Summary                    Page 9
Mortgage Loan Characteristics                                            Page 10
Delinquent Loan Detail                                                   Page 11
Loan Level Detail                                                        Page 12
Realized Loss Detail                                                     Page 13
Collateral Realized Loss                                                 Page 14
Appraisal Reduction Detail                                               Page 15
Material Breaches Detail                                                 Page 16
Historical Collateral Prepayment                                         Page 17
Specially Serviced (Part I) - Loan Detail                                Page 18
Specially Serviced (Part II) - Servicer Comments                         Page 19
Summary of Loan Maturity Extensions                                      Page 20
Rating Information                                                       Page 21
Other Related Information                                                Page 22
SWAP Summary                                                             Page 23

Closing Date: 13-Jun-2007

First Payment Date:

Rated Final Payment Date:

Determination Date:

Trust Collection Period

                           PARTIES TO THE TRANSACTION

                Depositor: Merrill Lynch Mortgage Investors, Inc.
        Master Servicer: Midland Loan Services, Inc./Wachovia Bank, N.A.
 Rating Agency: Moody's Investors Service, Inc./Standard & Poors Rating Services
                  Special Servicer: Midland Loan Services, Inc.
        Underwriter: Countrywide Securities Corporation/Goldman, Sachs &
   Co./Merrill Lynch, Pierce, Fenner & Smith Incorporated/Morgan Stanley & Co.
                      Incorporated/PNC Capital Markets LLC

       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES

LaSalle Web Site       www.etrustee.net
Servicer Web Site     www.midlandls.com
LaSalle Factor Line        800.246.5761


                                                                    PAGE 1 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:



          ORIGINAL     OPENING  PRINCIPAL    PRINCIPAL     NEGATIVE    CLOSING    INTEREST    INTEREST   PASS-THROUGH
CLASS  FACE VALUE (1)  BALANCE   PAYMENT   ADJ. OR LOSS  AMORTIZATION  BALANCE  PAYMENT (2)  ADJUSTMENT      RATE
---------------------------------------------------------------------------------------------------------------------

CUSIP                                                                                                    Next Rate(3)
---------------------------------------------------------------------------------------------------------------------
Total
---------------------------------------------------------------------------------------------------------------------
                                                         Total P&I Payment


Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
Plus/Minus Interest Adjustment Minus Deferred Interest equals Interest Payment
(3) Estimated. * Denotes Controlling Class


                                                                    PAGE 2 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                           CASH RECONCILIATION SUMMARY

                                INTEREST SUMMARY

Current Scheduled Interest                                                  0.00
Less Deferred Interest                                                      0.00
Less PPIS Reducing Scheduled Int                                            0.00
Plus Gross Advance Interest                                                 0.00
Less ASER Interest Adv Reduction                                            0.00
Less Other Interest Not Advanced                                            0.00
Less Other Adjustment                                                       0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------
UNSCHEDULED INTEREST:
Prepayment Penalties                                                        0.00
Yield Maintenance Penalties                                                 0.00
Other Interest Proceeds                                                     0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------
Less Fee Paid To Servicer                                                   0.00
Less Fee Strips Paid by Servicer                                            0.00
LESS FEES & EXPENSES PAID BY/TO SERVICER
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Interest Due Serv on Advances                                               0.00
Non Recoverable Advances                                                    0.00
Misc. Fees & Expenses                                                       0.00
--------------------------------------------------------------------------------
Total Unscheduled Fees & Expenses                                           0.00
--------------------------------------------------------------------------------
Total Interest Due Trust                                                    0.00
--------------------------------------------------------------------------------

LESS FEES & EXPENSES PAID BY/TO TRUST
Trustee Fee                                                                 0.00
Fee Strips                                                                  0.00
Misc. Fees                                                                  0.00
Interest Reserve Withholding                                                0.00
Plus Interest Reserve Deposit                                               0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------
Total Interest Due Certs                                                    0.00
--------------------------------------------------------------------------------

                                PRINCIPAL SUMMARY

SCHEDULED PRINCIPAL:
Current Scheduled Principal                                                 0.00
Advanced Scheduled Principal                                                0.00
Scheduled Principal                                                         0.00
UNSCHEDULED PRINCIPAL:
Curtailments                                                                0.00
Prepayments in Full                                                         0.00
Liquidation Proceeds                                                        0.00
Repurchase Proceeds                                                         0.00
Other Principal Proceeds                                                    0.00
--------------------------------------------------------------------------------
Total Unscheduled Principal                                                 0.00
--------------------------------------------------------------------------------
Remittance Principal                                                        0.00
Remittance P&I Due Trust                                                    0.00
Remittance P&I Due Certs                                                    0.00

                              POOL BALANCE SUMMARY

                                                                 Balance   Count
--------------------------------------------------------------------------------
Beginning Pool                                                     0.00      0
Scheduled Principal                                                0.00      0
Unscheduled Principal                                              0.00      0
Deferred Interest                                                  0.00
Liquidations                                                       0.00      0
Repurchases                                                        0.00      0
Ending Pool                                                        0.00      0

                        NON-P&I SERVICING ADVANCE SUMMARY

                                                                          Amount
--------------------------------------------------------------------------------
Prior Outstanding                                                          0.00
Plus Current Period                                                        0.00
Less Recovered                                                             0.00
Less Non Recovered                                                         0.00
--------------------------------------------------------------------------------
Ending Outstanding                                                         0.00
--------------------------------------------------------------------------------

                              SERVICING FEE SUMMARY

Current Servicing Fees                                                      0.00
Plus Fees Advanced for PPIS                                                 0.00
Less Reduction for PPIS                                                     0.00
Plus Delinquent Servicing Fees                                              0.00
--------------------------------------------------------------------------------
Total Servicing Fees                                                        0.00
--------------------------------------------------------------------------------

                  CUMULATIVE PREPAYMENT CONSIDERATION RECEIVED

Prepayment Premiums                                                         0.00
Yield Maintenance                                                           0.00
Other Interest                                                              0.00

                                  PPIS SUMMARY

Gross PPIS                                                                  0.00
Reduced by PPIE                                                             0.00
Reduced by Shortfalls in Fees                                               0.00
Reduced by Other Amounts                                                    0.00
PPIS Reducing Scheduled Interest                                            0.00
PPIS Reducing Servicing Fee                                                 0.00
PPIS Due Certificate                                                        0.00

                   ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)

                                                            Principal   Interest
--------------------------------------------------------------------------------
Prior Outstanding                                              0.00       0.00
Plus Current Period                                            0.00       0.00
Less Recovered                                                 0.00       0.00
Less Non Recovered                                             0.00       0.00
Ending Outstanding                                             0.00       0.00


                                                                    PAGE 3 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                       BOND INTEREST RECONCILIATION DETAIL




          Accrual                             Accrued      Total       Total
       ------------  Opening  Pass-Through  Certificate  Interest    Interest
Class  Method  Days  Balance      Rate       Interest    Additions  Deductions
------------------------------------------------------------------------------



                                 Current    Remaining
       Distributable  Interest   Period    Outstanding      Credit Support
        Certificate    Payment  Shortfall   Interest    ---------------------
Class    Interest      Amount   Recovery    Shorfalls   Original  Current (1)
-----------------------------------------------------------------------------




(1)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).


                                                                    PAGE 4 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                       BOND INTEREST RECONCILIATION DETAIL



                                                           Additions
                           -------------------------------------------------------------------------
         Prior    Current                                                                   Other
       Interest  Interest  Prior Interest   Interest Accrual   Prepayment     Yield       Interest
Class  Due Date  Due Date   Shortfall Due  on Prior Shortfall   Premiums   Maintenance  Proceeds (1)
----------------------------------------------------------------------------------------------------



                    Deductions
       -----------------------------------
                  Deferred &                Distributable  Interest
       Allocable   Accretion    Interest     Certificate    Payment
Class    PPIS      Interest   Loss Expense    Interest      Amount
-------------------------------------------------------------------



(1)  Other Interest Proceeds are additional interest amounts specifically
     allocated to the bond(s) and used in determining the Bondholder's
     Distributable Interest.


                                                                    PAGE 5 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                         BOND PRINCIPAL RECONCILIATION



                                                                           Accreted Principal
                                                   Int                 -------------------------
                         Basic        Extra     Shortfall     Pool         Extra       Pledged
         Beginning     Principal    Principal    Res Fund     Loss      Principal   Certificate
Class  Class Balance  Payment Amt  Payment Amt   Release   Allocation  Payment Amt  Def Interest
------------------------------------------------------------------------------------------------

                                                                                            0.00
------------------------------------------------------------------------------------------------
                                                                                            0.00
------------------------------------------------------------------------------------------------


                                                Interest
          Prior    Cumulative                  Accrued on    Rated      Credit Support
         Losses       Pool         Ending     Pool Losses    Final   --------------------
Class  Reimbursed     Loss     Class Balance   Cls A - M   Maturity  Original  Current(4)
-----------------------------------------------------------------------------------------


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

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


(1)  Extra Principal Amounts: the lessor of (i) the excess, if any, of the
     overcollateralization Target Amount over the Overcollateralization Amount.


                                                                    PAGE 6 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                          INTEREST ADJUSTMENTS SUMMARY

SHORTFALL ALLOCATED TO THE BONDS:
-----------------------------------------------------
Net Prepayment Int. Shortfalls Allocated to the Bonds   0.00
Special Servicing Fees                                  0.00
Workout Fees                                            0.00
Liquidation Fees                                        0.00
Legal Fees                                              0.00
Misc. Fees & Expenses Paid by/to Servicer               0.00
Interest Paid to Servicer on Outstanding Advances       0.00
ASER Interest Advance Reduction                         0.00
Interest Not Advanced (Current Period)                  0.00
Recoup of Prior Advances by Servicer                    0.00
Servicing Fees Paid Servicer on Loans Not Advanced      0.00
Misc. Fees & Expenses Paid by Trust                     0.00
Shortfall Due to Rate Modification                      0.00
Other Interest Loss                                     0.00
                                                        ----
Total Shortfall Allocated to the Bonds                  0.00
                                                        ====

EXCESS ALLOCATED TO THE BONDS:
-----------------------------------------------------
Other Interest Proceeds Due the Bonds                   0.00
Prepayment Interest Excess Due the Bonds                0.00
Interest Income                                         0.00
Yield Maintenance Penalties Due the Bonds               0.00
Prepayment Penalties Due the Bonds                      0.00
Recovered ASER Interest Due the Bonds                   0.00
Recovered Interest Due the Bonds                        0.00
ARD Excess Interest                                     0.00
                                                        ----
Total Excess Allocated to the Bonds                     0.00
                                                        ====

AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS

Total Excess Allocated to the Bonds           0.00
Less Total Shortfall Allocated to the Bonds   0.00
                                              ----
Total Interest Adjustment to the Bonds        0.00
                                              ====


                                                                    PAGE 7 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY



                                     Delinquency Aging Categories                              Special Event Categories (1)
              -----------------------------------------------------------------------------------------------------------------
                                                                                                          Specially
Distribution  Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months  Foreclosure      REO     Modifications   Serviced   Bankruptcy
    Date        #  Balance       #  Balance       #  Balance      #  Balance  #  Balance    #  Balance   #  Balance  #  Balance
------------  -----------------------------------------------------------------------------------------------------------------




(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category


                                                                    PAGE 8 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY



                                                        Appraisal                      Realized
Distribution  Ending Pool (1)  Payoffs (2)  Penalties  Reduct. (2)  Liquidations (2)  Losses (2)  Remaining Term  Curr Weighted Avg.
    Date         #  Balance     #  Balance  #  Amount   #  Balance     #  Balance      #  Amount  Life               Coupon  Remit
------------  ----------------------------------------------------------------------------------  ----------------------------------





                                                                    PAGE 9 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                         MORTGAGE LOAN CHARACTERISTICS

                       DISTRIBUTION OF PRINCIPAL BALANCES

                                                 Weighted Average
Current Scheduled   # of  Scheduled    % of   ----------------------
     Balance       Loans   Balance   Balance  Term  Coupon  PFY DSCR
--------------------------------------------------------------------

--------------------------------------------------------------------
                     0        0       0.00%
--------------------------------------------------------------------

Average Schedule Balance               0
Maximum Schedule Balance  (9,999,999,999)
Minimum Schedule Balance   9,999,999,999

                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)

                                                Weighted Average
Fully Amortizing   # of  Scheduled    % of   ----------------------
Mortgage Loans    Loans   Balance   Balance  Term  Coupon  PFY DSCR
-------------------------------------------------------------------

-------------------------------------------------------------------
                    0        0        0.00%
-------------------------------------------------------------------

                     DISTRIBUTION OF MORTGAGE INTEREST RATES

                                                Weighted Average
Current Mortgage   # of  Scheduled   % of    ----------------------
 Interest Rate    Loans   Balance   Balance  Term  Coupon  PFY DSCR
-------------------------------------------------------------------

-------------------------------------------------------------------
                    0        0        0.00%
-------------------------------------------------------------------

Minimum Mortgage Interest Rate  ,900.000%
Maximum Mortgage Interest Rate  ,900.000%

                    DISTRIBUTION OF REMAINING TERM (BALLOON)

                                                Weighted Average
     Balloon       # of  Scheduled   % of    ----------------------
 Mortgage Loans   Loans   Balance   Balance  Term  Coupon  PFY DSCR
-------------------------------------------------------------------

-------------------------------------------------------------------
                    0        0        0.00%
-------------------------------------------------------------------


                                                                   PAGE 10 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                             DELINQUENT LOAN DETAIL



            Paid               Outstanding  Out. Property                  Special
Disclosure  Thru  Current P&I      P&I        Protection   Loan Status     Servicer    Foreclosure  Bankruptcy   REO
 Control #  Date    Advance     Advances**     Advances      Code (1)   Transfer Date      Date        Date     Date
--------------------------------------------------------------------------------------------------------------------


TOTAL
--------------------------------------------------------------------------------------------------------------------


(1) :LEGEND :
A. IN GRACE PERIOD
B. LATE PAYMENT BUT * 1 MONTH DELINQ.
1. DELINQ. 1 MONTH
2. DELINQ. 2 MONTHS
3. DELINQUENT 3 + MONTHS
4. PERFORMING MATURED BALLOON
5. NON PERFORMING MATURED BALLOON
7. FORECLOSURE
9. REO

**   Outstanding P&I Advances include the current period P&I Advances and may
     include Servicer Advances.


                                                                   PAGE 11 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                                LOAN LEVEL DETAIL



                                             Operating              Ending                                              Loan
Disclosure         Property  Maturity   PFY  Statement    Geo.    Principal  Note  Scheduled  Prepayment  Prepayment   Status
 Control #  Group    Type      Date    DSCR     Date    Location   Balance   Rate     P&I       Amount       Date     Code (1)
------------------------------------------------------------------------------------------------------------------------------




*    NOI and DSCR, if available and reportable under the terms of the trust
     agreement, are based on information obtained from the related borrower, and
     no other party to the agreement shall be held liable for the accuracy or
     methodology used to determine such figures.

(1)  Legend:
A. In Grace Period
B. Late Payment but < 1 month delinq
1. Delinquent 1 month
2. Delinquent 2 months
3. Delinquent 3+ months
4. Performing Matured Balloon
5. Non Performing Matured Ballon
7. Foreclosure
9. REO


                                                                   PAGE 12 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                              REALIZED LOSS DETAIL



                                          Beginning            Gross Proceeds   Aggregate       Net       Net Proceeds
        Disclosure  Appraisal  Appraisal  Scheduled    Gross      as a % of    Liquidation  Liquidation     as a % of    Realized
Period   Control #     Date      Value     Balance   Proceeds  Sched. Balance   Expenses *    Proceeds   Sched. Balance    Loss
---------------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL
CUMULATIVE
---------------------------------------------------------------------------------------------------------------------------------


*    Aggregate liquidation expenses also include outstanding P&I advances and
     unpaid servicing fees, unpaid trustee fees, etc..


                                                                   PAGE 13 OF 23





[LaSalle Bank LOGO]      ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7      Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                      SERIES 2007-7                   Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                  BOND/COLLATERAL REALIZED LOSS RECONCILIATION



                                                Prior            Amounts             Interest
                     Beginning                Realized           Covered           (Shortages)/
                      Balance    Aggregate       Loss              by            Excesses applied       Modification
                       of the     Realized   Applied to   Overcollateralization    to Realized     Adjustments/Appraisal
Prospectus            Loan at       Loss    Certificates     and other Credit         Losses        Reduction Adjustment
    ID      Period  Liquidation   on Loans       A                   B                   C                    D
------------------------------------------------------------------------------------------------------------------------

CUMULATIVE


                 Additional
                (Recoveries)/                                                (Recoveries)/
            Expenses applied to  Current Realized Loss   Recoveries of       Realized Loss
Prospectus    Realized Losses          Applied to       Realized Losses       Applied to
    ID              E                 Certificates*       paid as Cash   Certificate Interest
---------------------------------------------------------------------------------------------

CUMULATIVE


*    In the Initial Period the Current Realized Loss Applied to Certificates
     will equal Aggregate Realized Loss on Loans - B - C - D + E instead of A -
     C - D + E

Description of Fields

A    Prior Realized Loss Applied to Certificates

B    Reduction to Realized Loss applied to bonds (could represent OC, insurance
     policies, reserve accounts, etc)

C    Amounts classified by the Master as interest adjustments from general
     collections on a loan with a Realized Loss

D    Adjustments that are based on principal haircut or future interest foregone
     due to modification

E    Realized Loss Adjustments, Supplemental Recoveries or Expenses on a
     previously liquidated loan



                                                                   PAGE 14 OF 23





[LaSalle Bank LOGO]      ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7      Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                      SERIES 2007-7                   Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                           APPRAISAL REDUCTION DETAIL



                                                                         Remaining Term                           Appraisal
Disclosure Appraisal Scheduled   AR   Current P&I          Note Maturity -------------- Property Geographic      ----------
 Control#  Red. Date  Balance  Amount   Advance     ASER   Rate   Date   Life             Type    Location  DSCR Value Date
---------------------------------------------------------------------------------------------------------------------------




                                                                   PAGE 15 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
              MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL

             Ending    Material
Disclosure  Principal   Breach   Material Breach and Material Document Defect
 Control #   Balance     Date                     Description
-----------------------------------------------------------------------------

          Material breaches of pool asset representation or warranties
                            or transaction covenants.


                                                                   PAGE 16 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                  HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT



Disclosure  Payoff  Initial        Payoff  Penalty  Prepayment  Maturity  Property  Geographic
 Control #  Period  Balance  Type  Amount   Amount     Date       Date      Type     Location
----------------------------------------------------------------------------------------------


                             CURRENT

                             CUMULATIVE



                                                                   PAGE 17 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
            SPECIALLY SERVICED (PART I) ~ LOAN DETAIL (END OF PERIOD)



                        Loan              Balance                       Remaining
Disclosure  Servicing   Status  ---------------------------  Maturity  ----------
Control #   Xfer Date  Code(1)  Schedule  Actual  Note Rate    Date    Life
---------------------------------------------------------------------------------


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



Disclosure  Property    Geo.                             NOI
Control #     Type    Location     NOI        DSCR      Date
---------------------------------------------------------------

                                Not Avail  Not Avail  Not Avail
---------------------------------------------------------------


(1) Legend:
A. P&I Adv - in Grace Period
B. P&I Adv - * one month delinq
1. P&I Adv - delinquent 1 month
2. P&I Adv - delinquent 2 months
3. P&I Adv - delinquent 3+ months
4. Mat. Balloon/Assumed P&I
5. Non Performing Mat. Balloon
7. Foreclosure
9. REO


                                                                   PAGE 18 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
  SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS (END OF PERIOD)

Disclosure   Resolution
Control #     Strategy                          Comments
--------------------------------------------------------------------------------


                                                                   PAGE 19 OF 23






[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                           MATURITY EXTENSION SUMMARY

LOANS WHICH HAVE HAD THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Extension Period:                                          0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                            0
   Stated Principal Balance outstanding:                                    0.00
   Weighted Average Extension Period:                                          0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES FURTHER EXTENDED
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00
   Weighted Average Extension Period:                                          0

LOANS PAID-OFF THAT DID EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00
   Weighted Average Extension Period:                                          0

LOANS PAID-OFF THAT DID NOT EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                            0
   Cutoff Principal Balance:                                                0.00


                                                                   PAGE 20 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                               RATING INFORMATION

                   ORIGINAL RATINGS     RATING CHANGE/CHANGE DATE(1)
                ---------------------   ----------------------------
CLASS   CUSIP   FITCH   MOODY'S   S&P       FITCH   MOODY'S   S&P
-----   -----   -----   -------   ---       -----   -------   ---

NR - Designates that the class was not rated by the rating agency.

(1)  Changed ratings provided on this report are based on information provided
     by the applicable rating agency via electronic transmission. It shall be
     understood that this transmission will generally have been provided to
     LaSalle within 30 days of the payment date listed on this statement.
     Because ratings may have changed during the 30 day window, or may not be
     being provided by the rating agency in an electronic format and therefore
     not being updated on this report, LaSalle recommends that investors obtain
     current rating information directly from the rating agency.


                                                                   PAGE 21 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                                     LEGEND

Until this statement/report is filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent of
the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part.


                                                                   PAGE 22 OF 23





[LaSalle Bank LOGO]     ML-CFC COMMERCIAL MORTGAGE TRUST 2007-7       Statement Date:
ABN AMRO              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Payment Date:
                                    SERIES 2007-7                     Prior Payment:
                                                                      Next Payment:
                                                                      Record Date:


                                 ABN AMRO ACCT:
                           OTHER RELATED INFORMATION

                                 SWAP PAYMENTS


                  Accrual Days   Notional   Rate   Amount
---------------------------------------------------------
Fixed Payer:
Float Payer:

                             SWAP CONTRACT

                               Yield Maintenance                Special
 Amount           Amount      Prepayment Premiums   Shortfall   Payment
Received           Paid             Paid              Amount     Amount
-----------------------------------------------------------------------


                                                                   PAGE 23 OF 23

                                     ANNEX E

                  CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE



                  PRINCIPAL                        PRINCIPAL                       PRINCIPAL
DISTRIBUTION     BALANCE ($)     DISTRIBUTION     BALANCE ($)     DISTRIBUTION    BALANCE ($)
------------   ---------------   ------------   ---------------   ------------   --------------

07/2007        $102,775,000.00   10/2010        $102,775,000.00   01/2014        $69,650,612.26
08/2007        $102,775,000.00   11/2010        $102,775,000.00   02/2014        $67,993,455.19
09/2007        $102,775,000.00   12/2010        $102,775,000.00   03/2014        $65,763,819.43
10/2007        $102,775,000.00   01/2011        $102,775,000.00   04/2014        $64,087,045.73
11/2007        $102,775,000.00   02/2011        $102,775,000.00   05/2014        $62,207,392.46
12/2007        $102,775,000.00   03/2011        $102,775,000.00   06/2014        $60,498,179.57
01/2008        $102,775,000.00   04/2011        $102,775,000.00   07/2014        $58,590,977.35
02/2008        $102,775,000.00   05/2011        $102,775,000.00   08/2014        $56,863,506.15
03/2008        $102,775,000.00   06/2011        $102,775,000.00   09/2014        $55,127,310.36
04/2008        $102,775,000.00   07/2011        $102,775,000.00   10/2014        $53,193,863.51
05/2008        $102,775,000.00   08/2011        $102,775,000.00   11/2014        $51,439,140.06
06/2008        $102,775,000.00   09/2011        $102,775,000.00   12/2014        $49,487,672.50
07/2008        $102,775,000.00   10/2011        $102,775,000.00   01/2015        $47,714,236.45
08/2008        $102,775,000.00   11/2011        $102,775,000.00   02/2015        $45,931,843.23
09/2008        $102,775,000.00   12/2011        $102,775,000.00   03/2015        $43,579,493.92
10/2008        $102,775,000.00   01/2012        $102,775,000.00   04/2015        $41,776,235.52
11/2008        $102,775,000.00   02/2012        $102,775,000.00   05/2015        $39,777,561.04
12/2008        $102,775,000.00   03/2012        $102,775,000.00   06/2015        $37,959,022.45
01/2009        $102,775,000.00   04/2012        $102,775,000.00   07/2015        $35,946,131.91
02/2009        $102,775,000.00   05/2012        $102,774,810.78   08/2015        $34,108,247.77
03/2009        $102,775,000.00   06/2012        $101,343,863.56   09/2015        $32,261,080.67
04/2009        $102,775,000.00   07/2012        $ 99,665,605.93   10/2015        $30,220,344.92
05/2009        $102,775,000.00   08/2012        $ 98,170,665.93   11/2015        $28,353,546.47
06/2009        $102,775,000.00   09/2012        $ 96,668,175.03   12/2015        $26,293,716.49
07/2009        $102,775,000.00   10/2012        $ 94,961,033.07   01/2016        $24,407,090.73
08/2009        $102,775,000.00   11/2012        $ 93,437,044.55   02/2016        $22,510,935.35
09/2009        $102,775,000.00   12/2012        $ 91,714,112.92   03/2016        $20,239,901.21
10/2009        $102,775,000.00   01/2013        $ 90,173,728.51   04/2016        $18,322,709.21
11/2009        $102,775,000.00   02/2013        $ 88,625,562.83   05/2016        $16,213,864.50
12/2009        $102,775,000.00   03/2013        $ 86,498,193.66   06/2016        $14,276,342.14
01/2010        $102,775,000.00   04/2013        $ 84,931,477.98   07/2016        $12,147,723.33
02/2010        $102,775,000.00   05/2013        $ 83,166,988.31   08/2016        $10,189,667.64
03/2010        $102,775,000.00   06/2013        $ 81,578,089.41   09/2016        $ 8,221,720.86
04/2010        $102,775,000.00   07/2013        $ 79,790,915.88   10/2016        $ 6,103,510.05
05/2010        $102,775,000.00   08/2013        $ 78,184,969.65   11/2016        $ 4,114,914.98
06/2010        $102,775,000.00   09/2013        $ 76,570,911.35   12/2016        $ 1,974,834.85
07/2010        $102,775,000.00   10/2013        $ 74,759,266.81   01/2017        $       821.26
08/2010        $102,775,000.00   11/2013        $ 73,127,910.01   02/2017 and    $           --
09/2010        $102,775,000.00   12/2013        $ 71,299,440.26   thereafter



                                       E-1




                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                     ANNEX F

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in limited circumstances, the globally offered ML-CFC Commercial
Mortgage Trust 2007-7, Commercial Mortgage Pass-Through Certificates, Series
2007-7, class A-1, class A-2, class A-SB, class A-4, class A-1A, class AM, class
AJ, class B, class C and class D, will be available only in book-entry form.

      The book-entry certificates will be tradable as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

      Secondary market trading between investors holding book-entry certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice, which is seven calendar days' settlement.

      Secondary market trading between investors holding book-entry certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

      Secondary cross-market trading between member organizations of Clearstream
or Euroclear and DTC participants holding book-entry certificates will be
accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

      As described under "U.S. Federal Income Tax Documentation Requirements"
below, non-U.S. holders of book-entry certificates will be subject to U.S.
withholding taxes unless those holders meet specific requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations of their
participants.

INITIAL SETTLEMENT

      All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

      Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

      Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

      Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

      Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.

      Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between member organizations of Clearstream or Euroclear will be
settled using the procedures applicable to conventional Eurobonds in same-day
funds.


                                       F-1



      Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the 1st 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. Payment
will then be made by the respective depositary to the DTC participant's account
against delivery of the book-entry certificates. After settlement has been
completed, the book-entry certificates will be credited to the respective
clearing system and by the clearing system, in accordance with its usual
procedures, to the account of the member organization of Clearstream or
Euroclear, as the case may be. The securities credit will appear the next day,
European time, and the cash debit will be back-valued to, and the interest on
the book-entry certificates will accrue from, the value date, which would be the
preceding day when settlement occurred in New York. If settlement is not
completed on the intended value date, which means the trade fails, the
Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.

      Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.

      As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

      Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

      Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the 1st 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. 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.


                                       F-2



      Finally, day traders that use Clearstream or Euroclear and that purchase
book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

      o     borrowing through Clearstream or Euroclear for one day, until the
            purchase side of the day trade is reflected in their Clearstream or
            Euroclear accounts, in accordance with the clearing system's
            customary procedures;

      o     borrowing the book-entry certificates in the United States from a
            DTC participant no later than one day prior to settlement, which
            would allow sufficient time for the book-entry certificates to be
            reflected in their Clearstream or Euroclear accounts in order to
            settle the sale side of the trade; or

      o     staggering the value dates for the buy and sell sides of the trade
            so that the value date for the purchase from the DTC participant is
            at least one day prior to the value date for the sale to the member
            organization of Clearstream or Euroclear.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A holder that is not a "United States person" (a "U.S. person") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. withholding agent") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:

      1.    from a non-U.S. holder that is classified as a corporation for U.S.
            federal income tax purposes or is an individual, and is eligible for
            the benefits of the portfolio interest exemption or an exemption (or
            reduced rate) based on a treaty, a duly completed and executed IRS
            Form W-8BEN (or any successor form);

      2.    from a non-U.S. holder that is eligible for an exemption on the
            basis that the holder's income from the certificate is effectively
            connected to its U.S. trade or business, a duly completed and
            executed IRS Form W-8ECI (or any successor form);

      3.    from a non-U.S. holder that is classified as a partnership for U.S.
            federal income tax purposes, a duly completed and executed IRS Form
            W-8IMY (or any successor form) with all supporting documentation (as
            specified in the U.S. Treasury Regulations) required to substantiate
            exemptions from withholding on behalf of its partners; certain
            partnerships may enter into agreements with the IRS providing for
            different documentation requirements and it is recommended that such
            partnerships consult their tax advisors with respect to these
            certification rules;

      4.    from a non-U.S. holder that is an intermediary (i.e., a person
            acting as a custodian, a broker, nominee or otherwise as an agent
            for the beneficial owner of a certificate):

            (a)   if the intermediary is a "qualified intermediary" within the
                  meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
                  Regulations (a "qualified intermediary"), a duly completed and
                  executed IRS Form W-8IMY (or any successor or substitute
                  form):

                  (i)   stating the name, permanent residence address and
                        qualified intermediary employer identification number of
                        the qualified intermediary and the country under the
                        laws of which the qualified intermediary is created,
                        incorporated or governed;

                  (ii)  certifying that the qualified intermediary has provided,
                        or will provide, a withholding statement as required
                        under section 1.1441-1(e)(5)(v) of the U.S. Treasury
                        Regulations;


                                       F-3



                  (iii) certifying that, with respect to accounts it identifies
                        on its withholding statement, the qualified intermediary
                        is not acting for its own account but is acting as a
                        qualified intermediary; and

                  (iv)  providing any other information, certifications, or
                        statements that may be required by the IRS Form W-8IMY
                        or accompanying instructions in addition to, or in lieu
                        of, the information and certifications described in
                        section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the
                        U.S. Treasury Regulations; or

            (b)   if the intermediary is not a qualified intermediary (a
                  "nonqualified intermediary"), a duly completed and executed
                  IRS Form W-8IMY (or any successor or substitute form):

                  (i)   stating the name and permanent residence address of the
                        nonqualified intermediary and the country under the laws
                        of which the nonqualified intermediary is created,
                        incorporated or governed;

                  (ii)  certifying that the nonqualified intermediary is not
                        acting for its own account;

                  (iii) certifying that the nonqualified intermediary has
                        provided, or will provide, a withholding statement that
                        is associated with the appropriate IRS Forms W-8 and W-9
                        required to substantiate exemptions from withholding on
                        behalf of such nonqualified intermediary's beneficial
                        owners; and

                  (iv)  providing any other information, certifications or
                        statements that may be required by the IRS Form W-8IMY
                        or accompanying instructions in addition to, or in lieu
                        of, the information, certifications, and statements
                        described in section 1.1441-1(e)(3)(iii) or (iv) of the
                        U.S. Treasury Regulations; or

      5.    from a non-U.S. holder that is a trust, depending on whether the
            trust is classified for U.S. federal income tax purposes as the
            beneficial owner of the certificate, either an IRS Form W-8BEN or
            W-8IMY; any non-U.S. holder that is a trust should consult its tax
            advisors to determine which of these forms it should provide.

      All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S.
Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect.

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to
backup withholding unless the holder:

      o     provides the appropriate IRS Form W-8 (or any successor or
            substitute form), duly completed and executed, if the holder is a
            non-U.S. holder;

      o     provides a duly completed and executed IRS Form W-9, if the holder
            is a U.S. person; or

      o     can be treated as 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.


                                       F-4

PROSPECTUS

              MERRILL LYNCH MORTGAGE INVESTORS, INC., THE DEPOSITOR
             MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES

     We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect
to each series of certificates offered by this prospectus. We intend to offer
from time to time mortgage pass-through certificates, issuable in series. These
offers may be made through one or more different methods, including offerings
through underwriters. We do not currently intend to list the offered
certificates of any series on any national securities exchange or the NASDAQ
stock market. See "METHOD OF DISTRIBUTION."

                            THE OFFERED CERTIFICATES:

The offered certificates will be issuable in series. The issuing entity for each
series of offered certificates will be a statutory or common law trust created
at our direction. Each series of offered certificates will--

o    have its own series designation, and

o    consist of one or more classes with various payment characteristics.

The offered certificates will represent interests only in the issuing entity.
The offered certificates will not represent interests in or obligations of the
depositor, any of the sponsors or any of our or their respective affiliates.

                          ASSETS OF THE ISSUING ENTITY:

The assets of each issuing entity will include--

o    mortgage loans secured by first and/or junior liens on, or security
     interests in, various interests in commercial and multifamily real
     properties,

o    mortgage-backed securities that directly or indirectly evidence interests
     in, or are directly or indirectly secured by, those types of mortgage
     loans, or

o    some combination of those types of mortgage loans and mortgage-backed
     securities.

The assets of the issuing entity may also include cash, permitted investments,
letters of credit, surety bonds, insurance policies, guarantees, reserve funds,
guaranteed investment contracts, interest rate exchange agreements, interest
rate cap or floor agreements or currency exchange agreements.

     In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the assets of the related issuing entity, which may consist of any
of the assets described under "THE TRUST FUND.". In that document, we will also
state the price to the public for the subject offered certificates or explain
the method for determining that price, identify the applicable lead or managing
underwriter(s), if any, and provide information regarding the relevant
underwriting arrangements and the underwriters' compensation. We will identify
in each prospectus supplement the sponsor or sponsors for the subject
securitization transaction.

     Structural credit enhancement will be provided for the respective classes
of offered certificates through overcollateralization, the subordination of more
junior classes of offered and/or non-offered certificates, the use of a letter
of credit, a surety bond, an insurance policy or a guarantee, the establishment
of one or more reserve funds or any combination of the foregoing. Payments on a
class of offered certificates may occur monthly, bi-monthly, quarterly,
semi-annually or at any other specified interval, commencing on the distribution
date specified in the related prospectus supplement.

     YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 20 IN THIS
PROSPECTUS PRIOR TO INVESTING.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is May 10, 2007.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS......      6
AVAILABLE INFORMATION....................................................      6
SUMMARY OF PROSPECTUS....................................................      7
RISK FACTORS.............................................................     20
   Lack of Liquidity Will Impair Your Ability to Sell Your Offered
      Certificates and May Have an Adverse Effect on the Market Value
      of Your Offered Certificates.......................................     20
   The Market Value of Your Offered Certificates May Be Adversely
      Affected by Factors Unrelated to the Performance of Your Offered
      Certificates and the Underlying Mortgage Assets, such as
      Fluctuations in Interest Rates and the Supply and Demand of
      CMBS Generally.....................................................     20
   Payments on the Offered Certificates Will Be Made Solely from the
      Limited Assets of the Related Trust, and Those Assets May Be
      Insufficient to Make All Required Payments on Those Certificates...     21
   Any Credit Support for Your Offered Certificates May Be Insufficient
      to Protect You Against All Potential Losses........................     21
   The Investment Performance of Your Offered Certificates Will Depend
      Upon Payments, Defaults and Losses on the Underlying Mortgage
      Loans; and Those Payments, Defaults and Losses May Be Highly
      Unpredictable......................................................     22
   Repayment of a Commercial or Multifamily Mortgage Loan Depends on the
      Performance and Value of the Underlying Real Property, Which May
      Decline Over Time, and the Related Borrower's Ability to Refinance
      the Property, of Which There Is No Assurance.......................     25
   Various Types of Income-Producing Properties May Secure Mortgage Loans
      Underlying a Series of Offered Certificates and Each Type of
      Income-Producing Property May Present Special Risks as Collateral
      for a Loan.........................................................     31
   Any Analysis of the Value or Income Producing Ability of a Commercial
      or Multifamily Property Is Highly Subjective and Subject
      to Error...........................................................     53
   Borrower Concentration Within a Trust Exposes Investors to Greater
      Risk of Default and Loss...........................................     56
   Loan Concentration Within a Trust Exposes Investors to Greater Risk
      of Default and Loss................................................     56
   Geographic Concentration Within a Trust Exposes Investors to Greater
      Risk of Default and Loss...........................................     57
   Changes in Pool Composition Will Change the Nature of Your
      Investment.........................................................     57
   Adjustable Rate Mortgage Loans May Entail Greater Risks of Default to
      Lenders Than Fixed Rate Mortgage Loans.............................     57
   Additional Secured Debt Increases the Likelihood That a Borrower Will
      Default on a Mortgage Loan Underlying Your Offered Certificates....     57
   With Respect to Certain Mortgage Loans Included in Our Trusts, the
      Mortgaged Property or Properties that Secure the Subject Mortgage
      Loan in the Trust Also Secure One (1) or More Related Mortgage
      Loans That Are Not in the Trust; The Interests of the Holders of
      Those Non-Trust Mortgage Loans May Conflict with Your Interests....     58
   The Borrower's Form of Entity May Cause Special Risks and/or Hinder
      Recovery...........................................................     58
   Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a
      Mortgage Loan Underlying Your Offered Certificates.................     60
   Redevelopment and Renovation at the Mortgaged Properties May Have
      Uncertain and Adverse Results......................................     61
   Environmental Liabilities Will Adversely Affect the Value and
      Operation of the Contaminated Property and May Deter a Lender
      From Foreclosing...................................................     61
   Some Provisions in the Mortgage Loans Underlying Your Offered
      Certificates May Be Challenged As Being Unenforceable..............     63
   Certain Aspects of Subordination Agreements, Including Co-Lender
      Agreements Executed in Connection with Mortgage Loans Underlying
      Your Offered Certificates That Are Part of a Split Loan Structure,
      May be Unenforceable...............................................     64


                                       2



   World Events and Natural Disasters Could Have an Adverse Impact on the
      Real Properties Securing the Mortgage Loans Underlying Your Offered
      Certificates and Consequently Could Reduce the Cash Flow Available
      to Make Payments on the Offered Certificates.......................     65
   Jurisdictions With One Action or Security First Rules and/or
      Anti-Deficiency Legislation May Limit the Ability of the Special
      Servicer to Foreclose on a Real Property or to Realize on
      Obligations Secured by a Real Property.............................     65
   Lack of Insurance Coverage Exposes a Trust to Risk For Particular
      Special Hazard Losses..............................................     65
   Lending on Condominium Units Creates Risks for Lenders That Are Not
      Present When Lending on Non-Condominiums...........................     67
   Lending on Ground Leases Creates Risks for Lenders That Are Not
      Present When Lending on an Actual Ownership Interest in a
      Real Property......................................................     67
   Changes in Zoning Laws May Adversely Affect the Use or Value of a
      Real Property......................................................     68
   Compliance with the Americans with Disabilities Act of 1990 May Be
      Expensive..........................................................     68
   Litigation and Other Legal Proceedings May Adversely Affect a
      Borrower's Ability to Repay Its Mortgage Loan......................     69
   Taxes on Foreclosure Property Will Reduce Amounts Available to Make
      Payments on the Offered Certificates...............................     69
   Residual Interests in a Real Estate Mortgage Investment Conduit Have
      Adverse Tax Consequences...........................................     70
   Additional Compensation to the Master Servicer and the Special
      Servicer and Interest on Advances Will Affect Your Right to Receive
      Distributions on Your Offered Certificates.........................     71
   Inability to Replace the Master Servicer Could Affect Collections and
      Recoveries on the Mortgage Assets..................................     71
   Problems With Book-Entry Registration.................................     72
   Potential Conflicts of Interest Can Affect a Servicer's Performance...     72
   Property Managers and Borrowers May Each Experience Conflicts of
      Interest in Managing Multiple Properties...........................     73
   Limited Information Causes Uncertainty................................     73
   The Risk of Terrorism In the United States and Military Action May
      Adversely Affect the Value of the Offered Certificates and Payments
      on the Mortgage Assets.............................................     73
CAPITALIZED TERMS USED IN THIS PROSPECTUS................................     73
THE TRUST FUND...........................................................     74
   Issuing Entities......................................................     74
   Description of the Trust Assets.......................................     74
   Mortgage Loans........................................................     74
   Mortgage-Backed Securities............................................     80
   Substitution, Acquisition and Removal of Mortgage Assets..............     81
   Cash, Accounts and Permitted Investments..............................     83
   Credit Support........................................................     84
   Arrangements Providing Reinvestment, Interest Rate and Currency
      Related Protection.................................................     84
THE SPONSOR..............................................................     85
   General Character of the Sponsor and Its Business.....................     85
   The Sponsor's Securitization Program..................................     86
   Underwriting Standards................................................     87
THE DEPOSITOR............................................................     91
YIELD AND MATURITY CONSIDERATIONS........................................     93
   General...............................................................     93
   Pass-Through Rate.....................................................     93
   Payment Delays........................................................     93
   Yield and Prepayment Considerations...................................     93
   Weighted Average Life and Maturity....................................     96
   Prepayment Models.....................................................     96
   Other Factors Affecting Yield, Weighted Average Life and Maturity.....     97


                                       3



DESCRIPTION OF THE GOVERNING DOCUMENTS...................................     99
   General...............................................................     99
   Assignment of Mortgage Assets.........................................    100
   Representations and Warranties with Respect to Mortgage Assets........    100
   Collection and Other Servicing Procedures with Respect to Mortgage
      Loans..............................................................    101
   Servicing Mortgage Loans That Are Part of a Loan Combination..........    103
   Primary Servicers and Sub-Servicers...................................    104
   Collection of Payments on Mortgage-Backed Securities..................    104
   Advances..............................................................    105
   Matters Regarding the Master Servicer, the Special Servicer, the
      Manager and Us.....................................................    106
   Events of Default.....................................................    107
   Amendment.............................................................    108
   List of Certificateholders............................................    109
   The Trustee...........................................................    109
   Duties of the Trustee.................................................    110
   Matters Regarding the Trustee.........................................    110
   Resignation and Removal of the Trustee................................    111
DESCRIPTION OF THE CERTIFICATES..........................................    112
   General...............................................................    112
   Payments on the Certificates..........................................    114
   Allocation of Losses and Shortfalls...................................    119
   Incorporation of Certain Documents by Reference; Reports Filed with
      the SEC............................................................    119
   Reports to Certificateholders.........................................    120
   Voting Rights.........................................................    121
   Termination and Redemption............................................    121
   Book-Entry Registration...............................................    122
DESCRIPTION OF CREDIT SUPPORT............................................    126
   General...............................................................    126
   Subordinate Certificates..............................................    127
   Overcollateralization.................................................    127
   Insurance or Guarantees with Respect to Mortgage Loans................    127
   Letters of Credit.....................................................    127
   Certificate Insurance and Surety Bonds................................    128
   Reserve Funds.........................................................    128
   Credit Support with Respect to Mortgage-Backed Securities.............    128
LEGAL ASPECTS OF MORTGAGE LOANS..........................................    128
   General...............................................................    129
   Types of Mortgage Instruments.........................................    129
   Installment Contracts.................................................    130
   Leases and Rents......................................................    131
   Personalty............................................................    131
   Foreclosure...........................................................    132
   Bankruptcy Laws.......................................................    136
   Environmental Considerations..........................................    138
   Due-on-Sale and Due-on-Encumbrance Provisions.........................    140
   Junior Liens; Rights of Holders of Senior Liens.......................    140
   Subordinate Financing.................................................    141
   Default Interest and Limitations on Prepayments.......................    141
   Applicability of Usury Laws...........................................    141
   Americans with Disabilities Act.......................................    142
   Servicemembers Civil Relief Act.......................................    142
   Forfeitures in Drug, RICO and Money Laundering Proceedings............    142
FEDERAL INCOME TAX CONSEQUENCES..........................................    143


                                       4



   General...............................................................    143
   REMICs................................................................    145
   Grantor Trusts........................................................    170
STATE AND OTHER TAX CONSEQUENCES.........................................    182
ERISA CONSIDERATIONS.....................................................    182
   General...............................................................    182
   Plan Asset Regulations................................................    183
   Prohibited Transaction Exemptions.....................................    184
   Underwriter's Exemption...............................................    185
   Insurance Company General Accounts....................................    186
   Consultation with Counsel.............................................    186
   Tax Exempt Investors..................................................    186
LEGAL INVESTMENT.........................................................    187
USE OF PROCEEDS..........................................................    189
METHOD OF DISTRIBUTION...................................................    189
LEGAL MATTERS............................................................    191
FINANCIAL INFORMATION....................................................    191
RATING...................................................................    191
GLOSSARY.................................................................    193


                                       5



       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

     When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state where the
offer and sale is not permitted.

                              AVAILABLE INFORMATION

     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 by this prospectus. The Securities Act registration
statement number for that registration statement is 333-[_____]. This prospectus
is part of that registration statement, but the registration statement contains
additional information. Any materials, including our registration statement and
the exhibits to it, that we file with the Securities and Exchange Commission may
be read and copied at prescribed rates at the SEC's Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet website that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, in addition to copies of these materials, and that internet
website is located at http://www.sec.gov.


                                        6



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

                              SUMMARY OF PROSPECTUS

     This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED
PROSPECTUS SUPPLEMENT IN FULL.

THE DEPOSITOR.................   We are Merrill Lynch Mortgage Investors, Inc.,
                                 the depositor with respect to each series of
                                 offered certificates. We are a special purpose
                                 Delaware corporation. Our principal offices are
                                 located at 4 World Financial Center, 10th
                                 Floor, 250 Vesey Street, New York, New York
                                 10080. Our main telephone number is
                                 212-449-1000. We will acquire the mortgage
                                 assets that are to back each series of offered
                                 certificates and transfer them to the issuing
                                 entity. See "THE DEPOSITOR."

THE SPONSOR...................   Unless we state otherwise in the related
                                 prospectus supplement, Merrill Lynch Mortgage
                                 Lending, Inc., which is our affiliate, will be
                                 a sponsor with respect to each securitization
                                 transaction involving the issuance of a series
                                 of offered certificates. If and to the extent
                                 that there are other sponsors with respect to
                                 any securitization transaction involving the
                                 issuance of a series of offered certificates,
                                 we will identify each of those sponsors and
                                 include relevant information with respect
                                 thereto in the related prospectus supplement.
                                 With respect to any securitization transaction
                                 involving the issuance of a series of offered
                                 certificates, a sponsor will be a person or
                                 entity that organizes and initiates that
                                 securitization transaction by selling or
                                 transferring assets, either directly or
                                 indirectly, including through an affiliate, to
                                 the issuing entity. See "THE SPONSOR."

THE ISSUING ENTITIES..........   The issuing entity with respect to each series
                                 of offered certificates will be a statutory or
                                 common law trust created at our direction. Each
                                 issuing entity will own and hold assets of the
                                 type described under "THE TRUST FUND" and be
                                 the entity in whose name the subject offered
                                 certificates are issued.

THE ORIGINATORS...............   Some or all of the mortgage loans backing a
                                 series of offered certificates may be
                                 originated by Merrill Lynch Mortgage Lending,
                                 Inc. or by one of our other affiliates. In
                                 addition, there may be other third-party
                                 originators of the mortgage loans backing a
                                 series of offered certificates. See "THE TRUST
                                 FUND--Mortgage Loans--Originators." We will
                                 identify in the related prospectus supplement
                                 for each series of offered certificates any
                                 originator or group of affiliated originators
                                 --apart from a sponsor and/or its affiliates--
                                 that originated or is expected to originate
                                 mortgage loans representing 10% or more of the
                                 related mortgage asset pool, by balance.

THE SECURITIES BEING OFFERED..   The securities that will be offered by this
                                 prospectus and the related prospectus
                                 supplements consist of mortgage pass-through

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


                                       -7-



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

                                 certificates. These certificates will be issued
                                 in series, and each series will, in turn,
                                 consist of one or more classes. Each series of
                                 offered certificates will evidence interests
                                 only in the issuing entity. Each class of
                                 offered certificates must, at the time of
                                 issuance, be assigned an investment grade
                                 rating by at least one nationally recognized
                                 statistical rating organization. We will
                                 identify in the related prospectus supplement,
                                 with respect to each class of offered
                                 certificates, each applicable rating agency and
                                 the minimum rating to be assigned. Typically,
                                 the four highest rating categories, within
                                 which there may be sub-categories or gradations
                                 to indicate relative standing, signify
                                 investment grade. See "RATING."

THE OFFERED CERTIFICATES
MAY BE ISSUED WITH OTHER
CERTIFICATES..................   We may not publicly offer all the mortgage
                                 pass-through certificates evidencing interests
                                 in an issuing entity established by us. We may
                                 elect to retain some of those certificates, to
                                 place some privately with institutional
                                 investors, to place some with investors outside
                                 the United States or to deliver some to the
                                 applicable seller as partial consideration for
                                 the mortgage assets that such seller is
                                 contributing to the subject securitization
                                 transaction. In addition, some of those
                                 certificates may not satisfy the rating
                                 requirement for offered certificates described
                                 under "--The Securities Being Offered" above.

THE GOVERNING DOCUMENTS.......   In general, a pooling and servicing agreement
                                 or other similar agreement or collection of
                                 agreements will govern, among other things--

                                 o    the issuance of each series of offered
                                      certificates,

                                 o    the creation of and transfer of assets to
                                      the issuing entity, and

                                 o    the servicing and administration of those
                                      assets.

                                 The parties to the governing document(s) for a
                                 series of offered certificates will always
                                 include us and a trustee. We will be
                                 responsible for establishing the issuing entity
                                 for each series of offered certificates. In
                                 addition, we will transfer or arrange for the
                                 transfer of the initial trust assets to each
                                 issuing entity. In general, the trustee for a
                                 series of offered certificates will be
                                 responsible for, among other things, making
                                 payments and preparing and disseminating
                                 various reports to the holders of those offered
                                 certificates.

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


                                      -8-



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

                                 If the assets of any issuing entity include
                                 mortgage loans, the parties to the applicable
                                 governing document(s) will also include--

                                 o    one or more master servicers that will
                                      generally be responsible for performing
                                      customary servicing duties with respect to
                                      those mortgage loans that are not
                                      defaulted, nonperforming or otherwise
                                      problematic in any material respect, and

                                 o    one or more special servicers that will
                                      generally be responsible for servicing and
                                      administering (a) those mortgage loans
                                      that are defaulted, nonperforming or
                                      otherwise problematic in any material
                                      respect, including performing work-outs
                                      and foreclosures with respect to those
                                      mortgage loans, and (b) real estate assets
                                      acquired as part of the related trust with
                                      respect to defaulted mortgage loans.

                                 The same person or entity, or affiliated
                                 entities, may act as both master servicer and
                                 special servicer for one of our trusts.
                                 Notwithstanding the reference to the duties of
                                 a special servicer above, we will not transfer
                                 to an issuing entity any mortgage loan that is
                                 more than 90 days delinquent or in foreclosure
                                 or any foreclosure property. However, any
                                 mortgage loan that we transfer to an issuing
                                 entity may subsequently become non-performing
                                 or the related mortgaged real property may
                                 subsequently become foreclosure property.

                                 If the assets of any issuing entity include
                                 mortgage-backed securities, the parties to the
                                 applicable governing document(s) may also
                                 include a manager that will be responsible for
                                 performing various administrative duties with
                                 respect to those mortgage-backed securities. If
                                 the related trustee assumes those duties,
                                 however, there will be no manager.

                                 Compensation arrangements for a trustee, master
                                 servicer, special servicer or manager for any
                                 issuing entity may vary from securitization
                                 transaction to securitization transaction.

                                 In the related prospectus supplement, we will
                                 identify the trustee and any master servicer,
                                 special servicer or manager for each series of
                                 offered certificates and will describe their
                                 respective duties and compensation in further
                                 detail. See "DESCRIPTION OF THE GOVERNING
                                 DOCUMENTS."

                                 Any servicer, master servicer or special
                                 servicer for any issuing entity may perform any
                                 or all of its servicing duties under the
                                 applicable governing document(s) through one or
                                 more primary servicers or sub-servicers. In the
                                 related prospectus supplement, we will identify
                                 any such primary servicer or sub-servicer that,
                                 at

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                                      -9-



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                                 the time of initial issuance of the subject
                                 offered certificates, is (a) affiliated with us
                                 or with the issuing entity or any sponsor for
                                 the subject securitization transaction or (b)
                                 services 10% or more of the related mortgage
                                 asset pool, by balance.

CHARACTERISTICS OF THE
MORTGAGE ASSETS...............   The assets of any issuing entity will, in
                                 general, include mortgage loans. Each of those
                                 mortgage loans will constitute the obligation
                                 of one or more persons to repay a debt. The
                                 performance of that obligation will be secured
                                 by a first or junior lien on, or security
                                 interest in, the fee, leasehold or other
                                 interest(s) of the related borrower or another
                                 person in or with respect to one or more
                                 commercial or multifamily real properties. In
                                 particular, those properties may include:

                                 o    rental or cooperatively-owned buildings
                                      with multiple dwelling units;

                                 o    retail properties related to the sale of
                                      consumer goods and other products, or
                                      related to providing entertainment,
                                      recreational or personal services, to the
                                      general public;

                                 o    office buildings;

                                 o    hospitality properties;

                                 o    casino properties;

                                 o    health care-related facilities;

                                 o    industrial facilities;

                                 o    warehouse facilities, mini-warehouse
                                      facilities and self-storage facilities;

                                 o    restaurants, taverns and other
                                      establishments involved in the food and
                                      beverage industry;

                                 o    manufactured housing communities, mobile
                                      home parks and recreational vehicle parks;

                                 o    recreational and resort properties;

                                 o    arenas and stadiums;

                                 o    churches and other religious facilities;

                                 o    parking lots and garages;

                                 o    mixed use properties;

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                                      -10-



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                                 o    other income-producing properties; and/or

                                 o    unimproved land.

                                 The mortgage loans underlying a series of
                                 offered certificates may have a variety of
                                 payment terms. For example, any of those
                                 mortgage loans--

                                 o    may provide for the accrual of interest at
                                      a mortgage interest rate that is fixed
                                      over its term, that resets on one or more
                                      specified dates or that otherwise adjusts
                                      from time to time;

                                 o    may provide for the accrual of interest at
                                      a mortgage interest rate that may be
                                      converted at the borrower's election from
                                      an adjustable to a fixed interest rate or
                                      from a fixed to an adjustable interest
                                      rate;

                                 o    may provide for no accrual of interest;

                                 o    may provide for level payments to stated
                                      maturity, for payments that reset in
                                      amount on one or more specified dates or
                                      for payments that otherwise adjust from
                                      time to time to accommodate changes in the
                                      mortgage interest rate or to reflect the
                                      occurrence of specified events;

                                 o    may be fully amortizing or, alternatively,
                                      may be partially amortizing or
                                      nonamortizing, with a substantial payment
                                      of principal due on its stated maturity
                                      date;

                                 o    may permit the negative amortization or
                                      deferral of accrued interest;

                                 o    may prohibit some or all voluntary
                                      prepayments or require payment of a
                                      premium, fee or charge in connection with
                                      those prepayments;

                                 o    may permit defeasance and the release of
                                      real property collateral in connection
                                      with that defeasance;

                                 o    may provide for payments of principal,
                                      interest or both, on due dates that occur
                                      monthly, bi-monthly, quarterly,
                                      semi-annually, annually or at some other
                                      interval; and/or

                                 o    may have two or more component parts, each
                                      having characteristics that are otherwise
                                      described in this prospectus as being
                                      attributable to separate and distinct
                                      mortgage loans.

                                 Most, if not all, of the mortgage loans
                                 underlying a series of offered certificates
                                 will be secured by liens on real properties

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                                      -11-



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                                 located in the United States, its territories
                                 and possessions. However, some of those
                                 mortgage loans may be secured by liens on real
                                 properties located outside the United States,
                                 its territories and possessions, provided that
                                 foreign mortgage loans do not represent more
                                 than 10% of the related mortgage asset pool, by
                                 balance.

                                 We, the depositor, do not originate mortgage
                                 loans. However, some or all of the mortgage
                                 loans held by an issuing entity may be
                                 originated by our affiliates.

                                 Neither we nor any of our affiliates will
                                 guarantee or insure repayment of any of the
                                 mortgage loans underlying a series of offered
                                 certificates. Unless we expressly state
                                 otherwise in the related prospectus supplement,
                                 no governmental agency or instrumentality will
                                 guarantee or insure repayment of any of the
                                 mortgage loans underlying a series of offered
                                 certificates.

                                 The assets of any issuing entity may also
                                 include mortgage participations, mortgage
                                 pass-through certificates, collateralized
                                 mortgage obligations and other mortgage-backed
                                 securities, that evidence an interest in, or
                                 are secured by a pledge of, one or more
                                 mortgage loans of the type described above. We
                                 will not transfer a mortgage-backed security to
                                 any issuing entity unless--

                                 o    the security has been registered under the
                                      Securities Act of 1933, as amended, or

                                 o    we would be free to publicly resell the
                                      security without registration.

                                 In addition to the asset classes described
                                 above in this "--Characteristics of the
                                 Mortgage Assets" subsection, we may transfer to
                                 an issuing entity loans secured by equipment or
                                 inventory related to the real property
                                 collateral securing a mortgage loan held by
                                 that issuing entity, provided that such other
                                 asset classes in the aggregate will not exceed
                                 10% by principal balance of the related asset
                                 pool.

                                 We will describe the specific characteristics
                                 of the mortgage assets underlying a series of
                                 offered certificates in the related prospectus
                                 supplement.

                                 Assets held by an issuing entity will also
                                 include: (a) cash, including in the form of
                                 initial deposits and collections on the related
                                 mortgage loans, mortgage-backed securities and
                                 instruments of credit enhancement, guaranteed
                                 investment contracts, interest rate exchange
                                 agreements, interest rate floor or cap
                                 agreements and currency exchange agreements;
                                 (b) bank accounts; (c) permitted investments;
                                 and (d) following

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                                      -12-



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                                 foreclosure, acceptance of a deed in lieu of
                                 foreclosure or any other enforcement action,
                                 real property and other collateral for
                                 defaulted mortgage loans.

                                 See "THE TRUST FUND--Mortgage Loans" and
                                 "--Mortgage-Backed Securities."

SUBSTITUTION, ACQUISITION AND
REMOVAL OF MORTGAGE ASSETS....   We will generally acquire the mortgage assets
                                 to be securitized from Merrill Lynch Mortgage
                                 Lending, Inc. or another of our affiliates or
                                 from another seller of commercial and
                                 multifamily mortgage loans. We will then
                                 transfer those mortgage assets to the issuing
                                 entity for the related securitization
                                 transaction.

                                 If and to the extent described in the related
                                 prospectus supplement, we, a mortgage asset
                                 seller or another specified person or entity
                                 may make or assign to or for the benefit of an
                                 issuing entity various representations and
                                 warranties, or may be obligated to deliver to
                                 an issuing entity various documents, in either
                                 case relating to some or all of the mortgage
                                 assets transferred to that issuing entity. 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) from the subject
                                 issuing entity or to replace the affected
                                 mortgage asset(s) with other mortgage asset(s)
                                 that satisfy the criteria specified in the
                                 related prospectus supplement.

                                 In general, the total outstanding principal
                                 balance of the mortgage assets transferred by
                                 us to any particular issuing entity will equal
                                 or exceed the initial total outstanding
                                 principal balance of the related series of
                                 certificates. In the event that the total
                                 outstanding principal balance of the related
                                 underlying mortgage loans initially delivered
                                 by us to the related trustee is less than the
                                 initial total outstanding principal balance of
                                 any series of certificates, the subject
                                 securitization transaction may include a
                                 prefunding feature, in which case we may
                                 deposit or arrange for the deposit of cash or
                                 liquid investments on an interim basis with the
                                 related trustee to cover the shortfall. For a
                                 specified period, as set forth in the related
                                 prospectus supplement, following the date of
                                 initial issuance of that series of
                                 certificates, which will constitute the
                                 prefunding period, we or our designee will be
                                 entitled to obtain a release of the deposited
                                 cash or investments if we deliver or arrange
                                 for delivery of a corresponding amount of
                                 mortgage assets. If we fail, however, to
                                 deliver or arrange for the delivery of mortgage
                                 assets sufficient to make up the entire
                                 shortfall within the prefunding period, any of
                                 the cash or, following liquidation, investments
                                 remaining on deposit with the related trustee
                                 will be used by the related trustee to pay down
                                 the total principal balance of the

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                                      -13-



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                                 related trustee to pay down the total principal
                                 balance of the related series of certificates,
                                 as described in the related prospectus
                                 supplement.

                                 If the subject securitization transaction
                                 involves a prefunding feature, then we will
                                 indicate in the related prospectus supplement,
                                 among other things:

                                 o    the term or duration of the prefunding
                                      period, which may not extend beyond one
                                      year from the date of initial issuance of
                                      the related offered certificates;

                                 o    the amount of proceeds to be deposited in
                                      the applicable prefunding account and the
                                      percentage of the mortgage asset pool and
                                      any class or series of offered
                                      certificates represented by those
                                      proceeds, which proceeds may not exceed
                                      50% of the related offering proceeds; and

                                 o    any limitation on the ability to add pool
                                      assets.

                                 If so specified in the related prospectus
                                 supplement, we or another specified person or
                                 entity may be permitted, at our or its option,
                                 but subject to the conditions specified in that
                                 prospectus supplement, to acquire from the
                                 related issuing entity particular mortgage
                                 assets underlying a series of certificates in
                                 exchange for:

                                 o    cash that would be applied to pay down the
                                      principal balances of certificates of that
                                      series; and/or

                                 o    other mortgage loans or mortgage-backed
                                      securities that--

                                      1.   conform to the description of
                                           mortgage assets in this prospectus,
                                           and

                                      2.   satisfy the criteria set forth in the
                                           related prospectus supplement.

                                 For example, if a mortgage loan backing a
                                 series of offered certificates defaults, then
                                 it may be subject to (a) a purchase option on
                                 the part of another lender whose loan is
                                 secured by a lien on the same real estate
                                 collateral or by a lien on an equity interest
                                 in the related borrower and/or (b) a fair value
                                 purchase option under the applicable governing
                                 document(s) for the subject securitization
                                 transaction or another servicing agreement.

                                 In addition, if so specified in the related
                                 prospectus supplement, but subject to the
                                 conditions specified in that prospectus
                                 supplement, one or more holders of certificates
                                 may exchange those certificates for one or more
                                 of the mortgage loans or

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                                      -14-



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                                 mortgage-backed securities constituting part of
                                 the mortgage pool underlying those
                                 certificates.

                                 Further, if so specified in the related
                                 prospectus supplement, a special servicer or
                                 other specified party for one of our
                                 securitizations may be obligated, under the
                                 circumstances described in that prospectus
                                 supplement, to sell on behalf of the related
                                 issuing entity a delinquent or defaulted
                                 mortgage asset.

                                 See also "--Optional or Mandatory Redemption or
                                 Termination" below.

CHARACTERISTICS OF THE OFFERED
CERTIFICATES..................   An offered certificate may entitle the holder
                                 to receive:

                                 o    a stated principal amount, which will be
                                      represented by its principal balance, if
                                      any;

                                 o    interest on a principal balance or
                                      notional amount, at a fixed, floating,
                                      adjustable or variable pass-through rate,
                                      which pass-through rate may change as of a
                                      specified date or upon the occurrence of
                                      specified events or for any other reason
                                      from one accrual or payment period to
                                      another, as described in the related
                                      prospectus supplement;

                                 o    specified, fixed or variable portions of
                                      the interest, principal or other amounts
                                      received on the related underlying
                                      mortgage loans or mortgage-backed
                                      securities;

                                 o    payments of principal, with
                                      disproportionate, nominal or no payments
                                      of interest;

                                 o    payments of interest, with
                                      disproportionate, nominal or no payments
                                      of principal;

                                 o    payments of interest on a deferred or
                                      partially deferred basis, which deferred
                                      interest may be added to the principal
                                      balance, if any, of the subject class of
                                      offered certificates or which deferred
                                      interest may or may not itself accrue
                                      interest, all as set forth in the related
                                      prospectus supplement;

                                 o    payments of interest or principal that
                                      commence only as of a specified date or
                                      only after the occurrence of specified
                                      events, such as the payment in full of the
                                      interest and principal outstanding on one
                                      or more other classes of certificates of
                                      the same series;

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                                      -15-



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                                 o    payments of interest or principal that
                                      are, in whole or in part, calculated based
                                      on or payable specifically from payments
                                      or other collections on particular related
                                      underlying mortgage loans or
                                      mortgage-backed securities;

                                 o    payments of principal to be made, from
                                      time to time or for designated periods, at
                                      a rate that is--

                                      1.   faster and, in some cases,
                                           substantially faster, or

                                      2.   slower and, in some cases,
                                           substantially slower,

                                      than the rate at which payments or other
                                      collections of principal are received on
                                      the related underlying mortgage loans or
                                      mortgage-backed securities;

                                 o    payments of principal to be made, subject
                                      to available funds, based on a specified
                                      principal payment schedule or other
                                      methodology;

                                 o    payments of principal that may be
                                      accelerated or slowed in response to a
                                      change in the rate of principal payments
                                      on the related underlying mortgage loans
                                      or mortgage-backed securities in order to
                                      protect the subject class of offered
                                      certificates or, alternatively, to protect
                                      one or more other classes of certificates
                                      of the same series from prepayment and/or
                                      extension risk;

                                 o    payments of principal out of amounts other
                                      than payments or other collections of
                                      principal on the related underlying
                                      mortgage loans or mortgage-backed
                                      securities, such as excess spread on the
                                      related underlying mortgage loans or
                                      mortgage-backed securities or amounts
                                      otherwise payable as interest with respect
                                      to another class of certificates of the
                                      same series, which other class of
                                      certificates provides for the deferral of
                                      interest payments thereon;

                                 o    payments of residual amounts remaining
                                      after required payments have been made
                                      with respect to other classes of
                                      certificates of the same series; or

                                 o    payments of all or part of the prepayment
                                      or repayment premiums, fees and charges,
                                      equity participations payments or other
                                      similar items received on the related
                                      underlying mortgage loans or
                                      mortgage-backed securities.

                                 Any class of offered certificates may be senior
                                 or subordinate to or pari passu with one or
                                 more other classes of certificates of the

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                                      -16-



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                                 same series, including a non-offered class of
                                 certificates of that series, for purposes of
                                 some or all payments and/or allocations of
                                 losses.

                                 A class of offered certificates may have two or
                                 more component parts, each having
                                 characteristics that are otherwise described in
                                 this prospectus as being attributable to
                                 separate and distinct classes.

                                 Payments on a class of offered certificates may
                                 occur monthly, bi-monthly, quarterly,
                                 semi-annually or at any other specified
                                 interval, commencing on the distribution date
                                 specified in the related prospectus supplement.

                                 We will describe the specific characteristics
                                 of each class of offered certificates in the
                                 related prospectus supplement, including
                                 payment characteristics and authorized
                                 denominations. Among other things, in the
                                 related prospectus supplement, we will
                                 summarize the flow of funds, payment priorities
                                 and allocations among the respective classes of
                                 offered certificates of any particular series,
                                 the respective classes of non-offered
                                 certificates of that series, and fees and
                                 expenses, to the extent necessary to understand
                                 the payment characteristics of those classes of
                                 offered certificates, and we will identify any
                                 events in the applicable governing document(s)
                                 that would alter the transaction structure or
                                 flow of funds. See "DESCRIPTION OF THE
                                 CERTIFICATES."

CREDIT SUPPORT AND
REINVESTMENT, INTEREST RATE
AND CURRENCY-RELATED
PROTECTION FOR THE OFFERED
CERTIFICATES..................   Some classes of offered certificates may be
                                 protected in full or in part against defaults
                                 and losses, or select types of defaults and
                                 losses, on the related underlying mortgage
                                 loans or mortgage-backed securities through the
                                 subordination of one or more other classes of
                                 certificates of the same series or by other
                                 types of credit support. The other types of
                                 credit support may include
                                 overcollateralization or a letter of credit, a
                                 surety bond, an insurance policy, a guarantee
                                 or a reserve fund. We will describe the credit
                                 support, if any, for each class of offered
                                 certificates and, if applicable, we will
                                 identify the provider of that credit support,
                                 in the related prospectus supplement. In
                                 addition, we will summarize in the related
                                 prospectus supplement how losses not covered by
                                 credit enhancement or support will be allocated
                                 to the subject series of offered certificates.

                                 The assets of an issuing entity with respect to
                                 any series of offered certificates may also
                                 include any of the following agreements:

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                                      -17-



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                                 o    guaranteed investment contracts in
                                      accordance with which moneys held in the
                                      funds and accounts established with
                                      respect to those offered certificates will
                                      be invested at a specified rate;

                                 o    interest rate exchange agreements or
                                      interest rate cap or floor agreements; or

                                 o    currency exchange agreements.

                                 We will describe the types of reinvestment,
                                 interest rate and currency related protection,
                                 if any, for each class of offered certificates
                                 and, if applicable, we will identify the
                                 provider of that protection, in the related
                                 prospectus supplement.

                                 See "RISK FACTORS," "THE TRUST FUND" and
                                 "DESCRIPTION OF CREDIT SUPPORT."

ADVANCES WITH RESPECT TO THE
MORTGAGE ASSETS...............   If the assets of an issuing entity for a series
                                 of offered certificates include mortgage loans,
                                 then, as and to the extent described in the
                                 related prospectus supplement, the related
                                 master servicer, the related special servicer,
                                 the related trustee, any related provider of
                                 credit support and/or any other specified
                                 person may be obligated to make, or may have
                                 the option of making, advances with respect to
                                 those mortgage loans to cover--

                                 o    delinquent scheduled payments of principal
                                      and/or interest, other than balloon
                                      payments,

                                 o    property protection expenses,

                                 o    other servicing expenses, or

                                 o    any other items specified in the related
                                      prospectus supplement.

                                 Any party making advances will be entitled to
                                 reimbursement from subsequent recoveries on the
                                 related mortgage loan and as otherwise
                                 described in this prospectus or the related
                                 prospectus supplement. That party may also be
                                 entitled to receive interest on its advances
                                 for a specified period. See "DESCRIPTION OF THE
                                 GOVERNING DOCUMENTS--Advances."

                                 If the assets of an issuing entity for a series
                                 of offered certificates include mortgage-backed
                                 securities, we will describe in the related
                                 prospectus supplement any comparable advancing
                                 obligations with respect to those
                                 mortgage-backed securities or the underlying
                                 mortgage loans.

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                                      -18-



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OPTIONAL OR MANDATORY
REDEMPTION OR TERMINATION.....   We will describe in the related prospectus
                                 supplement any circumstances involving an
                                 optional or mandatory redemption of offered
                                 certificates or an optional or mandatory
                                 termination of the related issuing entity. In
                                 particular, a master servicer, special servicer
                                 or other designated party may be permitted or
                                 obligated to purchase or sell--

                                 o    all the mortgage assets held by any
                                      particular issuing entity, thereby
                                      resulting in a termination of that issuing
                                      entity, or

                                 o    that portion of the mortgage assets held
                                      by any particular issuing entity as is
                                      necessary or sufficient to retire one or
                                      more classes of offered certificates of
                                      the related series.

                                 See "DESCRIPTION OF THE CERTIFICATES--
                                 Termination and Redemption."

FEDERAL INCOME TAX
CONSEQUENCES..................   Any class of offered certificates will
                                 constitute or evidence ownership of:

                                 o    regular interests or residual interests in
                                      a real estate mortgage investment conduit
                                      under Sections 860A through 860G of the
                                      Internal Revenue Code of 1986; or

                                 o    interests in a grantor trust under Subpart
                                      E of Part I of Subchapter J of the
                                      Internal Revenue Code of 1986.

                                 See "FEDERAL INCOME TAX CONSEQUENCES."

ERISA CONSIDERATIONS..........   If you are a fiduciary of an employee benefit
                                 plan or other retirement plan or arrangement,
                                 you are encouraged to review with your legal
                                 advisor whether the purchase or holding of
                                 offered certificates could give rise to a
                                 transaction that is prohibited or is not
                                 otherwise permissible under applicable law. See
                                 "ERISA CONSIDERATIONS."

LEGAL INVESTMENT..............   If your investment authority is 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 offered
                                 certificates. You are encouraged to consult
                                 your legal advisor to determine whether and to
                                 what extent the offered certificates constitute
                                 a legal investment for you. We will specify in
                                 the related prospectus supplement which classes
                                 of the offered certificates, if any, will
                                 constitute mortgage related securities for
                                 purposes of the Secondary Mortgage Market
                                 Enhancement Act of 1984, as amended. See "LEGAL
                                 INVESTMENT."

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                                      -19-



                                  RISK FACTORS

     YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE FACTORS SET FORTH
UNDER "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT, IN DECIDING WHETHER
TO PURCHASE OFFERED CERTIFICATES.

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES AND
MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES

     The offered certificates may have limited or no liquidity. We cannot assure
you that a secondary market for your offered certificates will develop. There
will be no obligation on the part of anyone to establish a secondary market.
Furthermore, a particular investor or a few investors may acquire a substantial
portion of a given class of offered certificates, thereby limiting trading in
that class. Even if a secondary market does develop for your offered
certificates, it may provide you with less liquidity than you anticipated and it
may not continue for the life of your offered certificates.

     We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited
nature of the information may adversely affect the liquidity of your offered
certificates.

     We do not currently intend to list the offered certificates on any national
securities exchange or the NASDAQ stock market.

     Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

     If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related underlying mortgage loans or
mortgage-backed securities. Pricing information regarding your offered
certificates may not be generally available on an ongoing basis.

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE
SUPPLY AND DEMAND OF CMBS GENERALLY

     The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

     The market value of your offered certificates will be sensitive to
fluctuations in current interest rates. However, a change in the market value of
your offered certificates as a result of an upward or downward movement in
current interest rates may not equal the change in the market value of your
offered certificates as a result of an equal but opposite movement in interest
rates.

     The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.
The supply of commercial mortgage-backed securities will depend on, among other
things, the amount of commercial and multifamily mortgage loans, whether newly
originated or held in portfolio, that are available for securitization. A number
of factors will affect investors' demand for commercial mortgage-backed
securities, including--


                                      -20-



     o    the availability of alternative investments that offer higher yields
          or are perceived as being a better credit risk, having a less volatile
          market value or being more liquid,

     o    legal and other restrictions that prohibit a particular entity from
          investing in commercial mortgage-backed securities or limit the amount
          or types of commercial mortgage-backed securities that it may acquire,

     o    investors' perceptions regarding the commercial and multifamily real
          estate markets, which may be adversely affected by, among other
          things, a decline in real estate values or an increase in defaults and
          foreclosures on mortgage loans secured by income-producing properties,
          and

     o    investors' perceptions regarding the capital markets in general, which
          may be adversely affected by political, social and economic events
          completely unrelated to the commercial and multifamily real estate
          markets.

     If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of
your offered certificates or the related underlying mortgage loans or
mortgage-backed securities. Pricing information regarding your offered
certificates may not be generally available on an ongoing basis.

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED ASSETS
OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL REQUIRED
PAYMENTS ON THOSE CERTIFICATES

     The offered certificates will represent interests solely in, and will be
payable solely from the limited assets of, the related issuing entity. The
offered certificates will not represent interests in or obligations of us, any
sponsor or any of our or their respective affiliates, and no such person or
entity will be responsible for making payments on the offered certificates if
collections on the assets of the related issuing entity are insufficient. No
governmental agency or instrumentality will guarantee or insure payment on the
offered certificates. Furthermore, some classes of offered certificates will
represent a subordinate right to receive payments out of collections and/or
advances on some or all of the assets of the related issuing entity. If the
assets of the related issuing entity are insufficient to make payments on your
offered certificates, no other assets will be available to you for payment of
the deficiency, and you will bear the resulting loss. Any advances made by a
master servicer or other party with respect to the mortgage assets underlying
your offered certificates are intended solely to provide liquidity and not
credit support. The party making those advances will have a right to
reimbursement, probably with interest, which is senior to your right to receive
payment on your offered certificates.

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES

     The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit
support, if any, for your offered certificates based on, among other things, an
assumed level of defaults, delinquencies and losses with respect to the related
underlying mortgage loans or mortgage-backed securities. Actual losses may,
however, exceed the assumed levels. See "DESCRIPTION OF THE CERTIFICATES--
Allocation of Losses and Shortfalls" and "DESCRIPTION OF CREDIT SUPPORT." If
actual losses on the related underlying mortgage loans or mortgage-backed
securities exceed the assumed levels, you may be required to bear the additional
losses.

     Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.
For example, some forms of credit support may not cover or may provide limited
protection against losses that you may suffer by reason of fraud or negligence
or as a


                                      -21-



result of uninsured casualties at the real properties securing the underlying
mortgage loans. You may be required to bear any losses which are not covered by
the credit support.

     Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others. If a form of credit support covers multiple classes or
series and losses exceed the amount of that credit support, it is possible that
the holders of offered certificates of another series or class will be
disproportionately benefited by that credit support to your detriment.

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE

     The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

     In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of
prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

     o    an absolute or partial prohibition against voluntary prepayments
          during some or all of the loan term, or

     o    a requirement that voluntary prepayments be accompanied by some form
          of prepayment premium, fee or charge during some or all of the loan
          term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

     The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as to the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

     The investment performance of your offered certificates may vary materially
and adversely from your expectations due to--

     o    the rate of prepayments and other unscheduled collections of principal
          on the underlying mortgage loans being faster or slower than you
          anticipated, or

     o    the rate of defaults on the underlying mortgage loans being faster, or
          the severity of losses on the underlying mortgage loans being greater,
          than you anticipated.


                                      -22-



     The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions to be used. If the
trust assets underlying your offered certificates include mortgage-backed
securities, the terms of those securities may soften or enhance the effects to
you that may result from prepayments, defaults and losses on the mortgage loans
that ultimately back those securities.

     Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May
Be Highly Unpredictable. Payments of principal and/or interest on your offered
certificates will depend upon, among other things, the rate and timing of
payments on the related underlying mortgage loans or mortgage-backed securities.
Prepayments on the underlying mortgage loans may result in a faster rate of
principal payments on your offered certificates, thereby resulting in a shorter
average life for your offered certificates than if those prepayments had not
occurred. The rate and timing of principal prepayments on pools of mortgage
loans varies among pools and is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. Accordingly, neither you
nor we can predict the rate and timing of principal prepayments on the mortgage
loans underlying your offered certificates. As a result, repayment of your
offered certificates could occur significantly earlier or later, and the average
life of your offered certificates could be significantly shorter or longer, than
you expected.

     The extent to which prepayments on the underlying mortgage loans ultimately
affect the average life of your offered certificates depends on the terms and
provisions of your offered certificates. A class of offered certificates may
entitle the holders to a pro rata share of any prepayments on the underlying
mortgage loans, to all or a disproportionately large share of those prepayments,
or to none or a disproportionately small share of those prepayments. If you are
entitled to a disproportionately large share of any prepayments on the
underlying mortgage loans, your offered certificates may be retired at an
earlier date. If, however, you are only entitled to a small share of the
prepayments on the underlying mortgage loans, the average life of your offered
certificates may be extended. Your entitlement to receive payments, including
prepayments, of principal of the underlying mortgage loans may--

     o    vary based on the occurrence of specified events, such as the
          retirement of one or more other classes of certificates of the same
          series, or

     o    be subject to various contingencies, such as prepayment and default
          rates with respect to the underlying mortgage loans.

     We will describe the terms and provisions of your offered certificates more
fully in the related prospectus supplement.

     Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be Highly
Unpredictable. If you purchase your offered certificates at a discount or
premium, the yield on your offered certificates will be sensitive to prepayments
on the underlying mortgage loans. If you purchase your offered certificates at a
discount, you should consider the risk that a slower than anticipated rate of
principal payments on the underlying mortgage loans could result in your actual
yield being lower than your anticipated yield. Alternatively, if you purchase
your offered certificates at a premium, you should consider the risk that a
faster than anticipated rate of principal payments on the underlying mortgage
loans could result in your actual yield being lower than your anticipated yield.
The potential effect that prepayments may have on the yield of your offered
certificates will increase as the discount deepens or the premium increases. If
the amount of interest payable on your offered certificates is
disproportionately large as compared to the amount of principal payable on your
offered certificates, or if your offered certificates entitle you to receive
payments of interest but no payments of principal, then you may fail to recover
your original


                                      -23-



investment under some prepayment scenarios. The rate and timing of principal
prepayments on pools of mortgage loans varies among pools and is influenced by a
variety of economic, demographic, geographic, social, tax and legal factors.
Accordingly, neither you nor we can predict the rate and timing of principal
prepayments on the mortgage loans underlying your offered certificates.

     Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those
Losses, are Highly Unpredictable. The rate and timing of delinquencies and
defaults, and the severity of losses, on the underlying mortgage loans will
impact the amount and timing of payments on a series of offered certificates to
the extent that their effects are not offset by delinquency advances or some
form of credit support.

     Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a
series of offered certificates while the defaulted mortgage loans are worked-out
or liquidated. However, liquidations of defaulted mortgage loans prior to
maturity could affect the yield and average life of an offered certificate in a
manner similar to a voluntary prepayment.

     If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is
lower than the default rate and amount of losses actually experienced, then, to
the extent that you are required to bear the additional losses, your actual
yield to maturity will be lower than you calculated and could, under some
scenarios, be negative. Furthermore, the timing of losses on the underlying
mortgage loans can affect your yield. In general, the earlier you bear any loss
on an underlying mortgage loan, the greater the negative effect on your yield.

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

     There Is an Increased Risk of Default Associated with Balloon Payments. Any
of the mortgage loans underlying your offered certificates may be nonamortizing
or only partially amortizing. The borrower under a mortgage loan of that type is
required to make substantial payments of principal and interest, which are
commonly called balloon payments, on the maturity date of the loan. The ability
of the borrower to make a balloon payment depends upon the borrower's ability to
refinance or sell the real property securing the loan. The ability of the
borrower to refinance or sell the property will be affected by a number of
factors, including:

     o    the fair market value and condition of the underlying real property;

     o    the level of interest rates;

     o    the borrower's equity in the underlying real property;

     o    the borrower's financial condition;

     o    occupancy levels at or near the time of refinancing;

     o    the operating history of the underlying real property;

     o    changes in zoning and tax laws;

     o    changes in competition in the relevant geographic area;


                                      -24-



     o    changes in rental rates in the relevant geographic area;

     o    changes in governmental regulation and fiscal policy;

     o    prevailing general and regional economic conditions;

     o    the state of the fixed income and mortgage markets; and

     o    the availability of credit for multifamily rental or commercial
          properties.

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There is No Assurance" below.

     Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

     The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing the defaulted loan. There is a risk
that the decision of the master servicer or special servicer to extend or modify
a mortgage loan may not in fact produce a greater recovery.

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH
THERE IS NO ASSURANCE

     Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In the event that the income generated by
a real property were to decline as a result of the poor economic performance of
that real property with the result that the real property is not able to support
debt service payments on the related mortgage loan, neither the related borrower
nor any other person would be obligated to remedy the situation by making
payments out of their own funds. In such a situation, the borrower could choose
instead to surrender the related mortgaged property to the lender or let it be
foreclosed upon.

     In those cases where recourse to a borrower or guarantor is permitted by
the loan documents, we generally will not undertake any evaluation of the
financial condition of that borrower or guarantor. Consequently, full and timely
payment on each mortgage loan underlying your offered certificates will depend
on one or more of the following:

     o    the sufficiency of the net operating income of the applicable real
          property;

     o    the market value of the applicable real property at or prior to
          maturity; and

     o    the ability of the related borrower to refinance or sell the
          applicable real property.


                                      -25-



     In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.

     Unless we state otherwise in the related prospectus supplement, none of the
mortgage loans underlying your offered certificates will be insured or
guaranteed by any governmental entity or private mortgage insurer.

     The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
multifamily rental and commercial real estate lending generally involves larger
loans and, as described above, repayment is dependent upon the successful
operation and value of the related mortgaged property and the related borrower's
ability to refinance the mortgage loan or sell the related mortgaged property.

     Many Risk Factors Are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:

     o    the location, age, functionality, design and construction quality of
          the subject property;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    the characteristics of the neighborhood where the property is located;

     o    the degree to which the subject property competes with other
          properties in the area;

     o    the proximity and attractiveness of competing properties;

     o    the existence and construction of competing properties;

     o    the adequacy of the property's management and maintenance;

     o    tenant mix and concentration;

     o    national, regional or local economic conditions, including plant
          closings, industry slowdowns and unemployment rates;

     o    local real estate conditions, including an increase in or oversupply
          of comparable commercial or residential space;

     o    demographic factors;

     o    customer confidence, tastes and preferences;

     o    retroactive changes in building codes and other applicable laws;

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation; and

     o    vulnerability to litigation by tenants and patrons.


                                      -26-



     Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:

     o    an increase in interest rates, real estate taxes and other operating
          expenses;

     o    an increase in the capital expenditures needed to maintain the
          property or make improvements;

     o    a decline in the financial condition of a major tenant and, in
          particular, a sole tenant or anchor tenant;

     o    an increase in vacancy rates;

     o    a decline in rental rates as leases are renewed or replaced;

     o    natural disasters and civil disturbances such as earthquakes,
          hurricanes, floods, eruptions, terrorist attacks or riots; and

     o    environmental contamination.

     The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:

     o    the length of tenant leases;

     o    the creditworthiness of tenants;

     o    the rental rates at which leases are renewed or replaced;

     o    the percentage of total property expenses in relation to revenue;

     o    the ratio of fixed operating expenses to those that vary with
          revenues; and

     o    the level of capital expenditures required to maintain the property
          and to maintain or replace tenants.

     Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

     The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to leases.
The owner of a multifamily or commercial property typically uses lease or rental
payments for the following purposes:

     o    to pay for maintenance and other operating expenses associated with
          the property;

     o    to fund repairs, replacements and capital improvements at the
          property; and


                                      -27-



     o    to service mortgage loans secured by, and any other debt obligations
          associated with operating, the property.

Accordingly, mortgage loans secured by income-producing properties will be
affected by the expiration of leases and the ability of the respective borrowers
to renew the leases or relet the space on comparable terms and on a timely
basis.

     Factors that may adversely affect the ability of an income-producing
property to generate net operating income from lease and rental payments
include:

     o    a general inability to lease space;

     o    an increase in vacancy rates, which may result from tenants deciding
          not to renew an existing lease or discontinuing operations;

     o    an increase in tenant payment defaults or any other inability to
          collect rental payments;

     o    a decline in rental rates as leases are entered into, renewed or
          extended at lower rates;

     o    an increase in leasing costs and/or the costs of performing landlord
          obligations under existing leases;

     o    an increase in the capital expenditures needed to maintain the
          property or to make improvements; and

     o    a decline in the financial condition and/or bankruptcy or insolvency
          of a significant or sole tenant.

     With respect to any mortgage loan backing a series of offered certificates,
you should anticipate that, unless the related mortgaged real property is owner
occupied, one or more--and possibly all--of the leases at the related mortgaged
real property will expire at varying rates during the term of that mortgage loan
and some tenants will have, and may exercise, termination options. In addition,
some government-sponsored tenants will have the right as a matter of law to
cancel their leases for lack of appropriations.

     Additionally, in some jurisdictions, if tenant leases are subordinated to
the lien created by the related mortgage instrument but do not contain
attornment provisions, which are provisions requiring the tenant to recognize as
landlord under the lease a successor owner following foreclosure, the leases may
terminate upon the transfer of the property to a foreclosing lender or purchaser
at foreclosure. Accordingly, if a mortgaged real 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 real property could experience a further decline in value if such
tenants' leases were terminated.

     Some mortgage loans that back offered certificates may be secured by
mortgaged real properties with tenants that are related to or affiliated with a
borrower. In those cases a default by the borrower may coincide with a default
by the affiliated tenants. Additionally, even if the property becomes a
foreclosure property, it is possible that an affiliate of the borrower may
remain as a tenant.

     Dependence on a Single Tenant or a Small Number of Tenants Makes a Property
Riskier Collateral. In those cases where an income-producing property is leased
to a single tenant or is primarily leased to one or a small number of major
tenants, a deterioration in the financial condition or a change in the plan of
operations of any of those tenants can have particularly significant effects on
the net operating income generated by the


                                      -28-



property. If any of those tenants defaults under or fails to renew its lease,
the resulting adverse financial effect on the operation of the property will be
substantially more severe than would be the case with respect to a property
occupied by a large number of less significant tenants.

     An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry.

     Accordingly, factors that will affect the operation and value of a
commercial property include:

     o    the business operated by the tenants;

     o    the creditworthiness of the tenants; and

     o    the number of tenants.

     Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy or
insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to:

     o    the unpaid rent reserved under the lease for the periods prior to the
          bankruptcy petition or any earlier surrender of the leased premises,
          plus

     o    an amount, not to exceed three years' rent, equal to the greater of
          one year's rent and 15% of the remaining reserved rent.

     The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial, could exceed any reserves maintained for that purpose and
could reduce cash flow from the income-producing properties. Moreover, if a
tenant at a income-producing property defaults in its lease obligations, the
landlord may incur substantial costs and experience significant delays
associated with enforcing its rights and protecting its investment, including
costs incurred in renovating and reletting the property.

     If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.

     Property Value May Be Adversely Affected Even When Current Operating Income
is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including:

     o    changes in interest rates;

     o    the availability of refinancing sources;


                                      -29-



     o    changes in governmental regulations, licensing or fiscal policy;

     o    changes in zoning or tax laws; and

     o    potential environmental or other legal liabilities.

     Property Management May Affect Property Operations and Value. The operation
of an income-producing property will depend upon the property manager's
performance and viability. The property manager generally is responsible for:

     o    responding to changes in the local market;

     o    planning and implementing the rental structure, including staggering
          durations of leases and establishing levels of rent payments;

     o    operating the property and providing building services;

     o    managing operating expenses; and

     o    ensuring that maintenance and capital improvements are carried out in
          a timely fashion.

     Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.

     By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

     o    maintain or improve occupancy rates, business and cash flow,

     o    reduce operating and repair costs, and

     o    preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property.

     Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.


                                      -30-



     Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:

     o    rental rates;

     o    location;

     o    type of business or services and amenities offered; and

     o    nature and condition of the particular property.

     The profitability and value of an income-producing property may be
adversely affected by a comparable property that:

     o    offers lower rents;

     o    has lower operating costs;

     o    offers a more favorable location; or

     o    offers better facilities.

Costs of renovating, refurbishing or expanding an income-producing property in
order to remain competitive can be substantial.

     The Prospective Performance of the Multifamily and Commercial Mortgage
Loans to be Included in Any of Our Trusts Should be Evaluated Separately from
the Performance of the Multifamily and Commercial Mortgage Loans in Any of Our
Other Trusts. Notwithstanding that there are many common factors affecting the
profitability and value of income-producing properties in general, those factors
do not apply equally to all income-producing properties and, in many cases,
there are special factors that will affect the profitability and/or value of a
particular income-producing property. See, for example, "--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan" below. Each income-producing property
represents a separate and distinct business venture; and, as a result, each of
the multifamily and commercial mortgage loans included in one of our trusts
requires a unique underwriting analysis. Furthermore, economic conditions,
whether worldwide, national, regional or local, vary over time. The performance
of a mortgage pool originated and outstanding under one set of economic
conditions may vary dramatically 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
a series of offered certificates independently from the performance of the
mortgage loans underlying any other series of offered certificates.

VARIOUS TYPES OF INCOME-PRODUCING PROPERTIES MAY SECURE MORTGAGE LOANS
UNDERLYING A SERIES OF OFFERED CERTIFICATES AND EACH TYPE OF INCOME-PRODUCING
PROPERTY MAY PRESENT SPECIAL RISKS AS COLLATERAL FOR A LOAN

     General. The mortgage loans underlying a series of offered certificates may
be secured by numerous types of multifamily and commercial properties. As
discussed under "--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There is No


                                      -31-



Assurance" above, the adequacy of an income-producing property as security for a
mortgage loan depends in large part on its value and ability to generate net
operating income. The relative importance of any factor affecting the value or
operation of an income-producing property will depend on the type and use of the
property, and the type and use of a particular income-producing property may
present special risks. Additionally, many types of commercial properties are not
readily convertible to alternative uses if the original use is not successful or
may require significant capital expenditures to effect any conversion to an
alternative use. As a result, the liquidation value of any of those types of
property would be substantially less than would otherwise be the case. Set forth
below is a discussion of some of the various factors that may affect the value
and operations of the indicated types of multifamily and commercial properties.

     Multifamily Rental Properties. Factors affecting the value and operation of
a multifamily rental property include:

     o    the physical attributes of the property, such as its age, appearance,
          amenities and construction quality in relation to competing buildings;

     o    the types of services or amenities offered at the property;

     o    the location of the property;

     o    distance from employment centers and shopping areas;

     o    local factory or other large employer closings;

     o    the characteristics of the surrounding neighborhood, which may change
          over time;

     o    the rents charged for dwelling units at the property relative to the
          rents charged for comparable units at competing properties;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the property's reputation;

     o    the level of mortgage interest rates, which may encourage tenants to
          purchase rather than lease housing;

     o    the existence or construction of competing or alternative residential
          properties in the local market, including other apartment buildings
          and complexes, manufactured housing communities, mobile home parks and
          single-family housing;

     o    compliance with and continuance of any government housing rental
          subsidy programs and/or low income housing tax credit or incentive
          programs from which the property receives benefits;

     o    the ability of management to respond to competition;

     o    the tenant mix and whether the property is primarily occupied by
          workers from a particular company or type of business, or personnel
          from a local military base or students;


                                      -32-



     o    in the case of student housing facilities, the reliance on the
          financial well-being of the college or university to which it relates,
          competition from on-campus housing units, and the relatively higher
          turnover rate compared to other types of multifamily tenants;

     o    adverse local, regional or national economic conditions, which may
          limit the amount that may be charged for rents and may result in a
          reduction in timely rent payments or a reduction in occupancy levels;

     o    state and local regulations, which may affect the property owner's
          ability to increase rent to the market rent for an equivalent
          apartment;

     o    the extent to which the property is subject to land use restrictive
          covenants or contractual covenants that require that units be rented
          to low income tenants;

     o    the extent to which the cost of operating the property, including the
          cost of utilities and the cost of required capital expenditures, may
          increase;

     o    the extent to which increases in operating costs may be passed through
          to tenants; and

     o    the financial condition of the owner of the property.

     Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

     In addition, multifamily rental properties are typically in markets that,
in general, are characterized by low barriers to entry. Thus, a particular
multifamily rental property market with historically low vacancies could
experience substantial new construction and a resultant oversupply of rental
units within a relatively short period of time. Since apartments within a
multifamily rental property are typically leased on a short-term basis, the
tenants residing at a particular property may easily move to alternative
multifamily rental properties with more desirable amenities or locations or to
single family housing.

     Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

     o    require written leases;

     o    require good cause for eviction;

     o    require disclosure of fees;

     o    prohibit unreasonable rules;

     o    prohibit retaliatory evictions;

     o    prohibit restrictions on a resident's choice of unit vendors;

     o    limit the bases on which a landlord may increase rent; or


                                      -33-



     o    prohibit a landlord from terminating a tenancy solely by reason of the
          sale of the owner's building.

     Apartment building owners have been the subject of suits under state Unfair
and Deceptive Practices Acts and other general consumer protection statutes for
coercive, abusive or unconscionable leasing and sales practices.

     Some counties and municipalities also impose rent control or rent
stabilization regulations on apartment buildings. These regulations may limit
rent increases to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control or rent stabilization laws do not provide
for decontrol of rental rates upon vacancy of individual units. Any limitations
on a landlord's ability to raise rents at a multifamily rental property may
impair the landlord's ability to repay a mortgage loan secured by the property
or to meet operating costs.

     Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property or both. An owner may subject a multifamily rental
property to these covenants in exchange for tax credits or rent subsidies. When
the credits or subsidies cease, net operating income will decline. The
differences in rents between subsidized or supported properties and other
multifamily rental properties in the same area may not be a sufficient economic
incentive for some eligible tenants to reside at a subsidized or supported
property that may have fewer amenities or be less attractive as a residence. As
a result, occupancy levels at a subsidized or supported property may decline,
which may adversely affect the value and successful operation of the property.

     Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

     A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

     o    mortgage loan payments,

     o    real property taxes,

     o    maintenance expenses, and

     o    other capital and ordinary expenses of the property.


                                      -34-



These monthly maintenance payments are in addition to any payments of principal
and interest the tenant/shareholder must make on any loans of the
tenant/shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

     o    maintenance payments from the tenant/shareholders, and

     o    any rental income from units or commercial space that the cooperative
          corporation might control.

     A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
tenant/shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the
cooperatively owned property depends primarily on its ability to refinance the
property. Additional factors likely to affect the economic performance of a
cooperative corporation include--

     o    the failure of the corporation to qualify for favorable tax treatment
          as a "cooperative housing corporation" each year, which may reduce the
          cash flow available to make debt service payments on a mortgage loan
          secured by cooperatively owned property; and

     o    the possibility that, upon foreclosure, if the cooperatively-owned
          property becomes a rental property, certain units could be subject to
          rent control, stabilization and tenants' rights laws, at below market
          rents, which may affect rental income levels and the marketability and
          sale proceeds of the ensuing rental property as a whole.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor controls
the corporation's board of directors and management for a limited period of
time. If the sponsor of the cooperative corporation holds the shares allocated
to a large number of apartment units, the lender on a mortgage loan secured by a
cooperatively owned property may be adversely affected by a decline in the
creditworthiness of that sponsor.

     Many cooperative conversion plans are non-eviction plans. Under a
non-eviction plan, a tenant at the time of conversion who chooses not to
purchase shares is entitled to reside in its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant/shareholders.


                                      -35-



     Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

     o    shopping centers,

     o    factory outlet centers,

     o    malls,

     o    automotive sales and service centers,

     o    consumer oriented businesses,

     o    department stores,

     o    grocery stores,

     o    convenience stores,

     o    specialty shops,

     o    gas stations,

     o    movie theaters,

     o    fitness centers,

     o    bowling alleys,

     o    salons, and

     o    dry cleaners.

     A number of factors may affect the value and operation of a retail
property. Some of these factors include:

     o    the strength, stability, number and quality of the tenants;

     o    tenants' sales;

     o    tenant mix;

     o    whether the property is in a desirable location;

     o    the physical condition and amenities of the building in relation to
          competing buildings;

     o    whether a retail property is anchored, shadow anchored or unanchored
          and, if anchored or shadow anchored, the strength, stability, quality
          and continuous occupancy of the anchor tenant or the shadow anchor, as
          the case may be, are particularly important factors; and


                                      -36-



     o    the financial condition of the owner of the property.

     Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required to--

     o    lower rents,

     o    grant a potential tenant a free rent or reduced rent period,

     o    improve the condition of the property generally, or

     o    make at its own expense, or grant a rent abatement to cover, tenant
          improvements for a potential tenant.

     A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to attract customers will be
affected by a number of factors related to the property and the surrounding
area, including:

     o    competition from other retail properties;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    perceptions regarding the safety of the surrounding area;

     o    demographics of the surrounding area;

     o    the strength and stability of the local, regional and national
          economies;

     o    traffic patterns and access to major thoroughfares;

     o    the visibility of the property;

     o    availability of parking;

     o    the particular mixture of the goods and services offered at the
          property;

     o    customer tastes, preferences and spending patterns; and

     o    the drawing power of other tenants.

     The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or revenues.
Declines in sales or revenues of the tenants will likely cause a corresponding
decline in percentage rents and/or impair the tenants' ability to pay their rent
or other occupancy costs. A default by a tenant under its lease could result in
delays and costs in enforcing the landlord's rights. Retail properties would be
directly and adversely affected by a decline in the local economy and reduced
consumer spending.


                                      -37-



     Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if vacant space
is successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, may be substantial and could
reduce cash flow from a retail property.

     With respect to some retail properties, one or more tenants may have the
option, at any time or after the expiration of a specified period, to terminate
their leases at the property. In many cases, the tenant is required to provide
notice and/or pay penalties in connection with the exercise of its termination
option. Notwithstanding any disincentives with respect to a termination option,
there can be no assurance a tenant will not exercise such an option, especially
if the rent paid by that tenant is in excess of market rent.

     The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating customer
traffic and making the center desirable for other tenants. Retail properties
that are anchored have traditionally been perceived as less risky than
unanchored properties. As to any given retail property, an anchor tenant is
generally understood to be a nationally or regionally recognized tenant whose
space is, in general, materially larger in size than the space occupied by other
tenants at the same retail property and is important in attracting customers to
the retail property.

     A retail property may also benefit from a shadow anchor. A shadow anchor is
a store or business that satisfies the criteria for an anchor store or business,
but which may be located at an adjoining property or on a portion of the subject
retail property that is not collateral for the related mortgage loan. A shadow
anchor may own the space it occupies. In those cases where the property owner
does not control the space occupied by the anchor store or business, the
property owner may not be able to take actions with respect to the space that it
otherwise typically would, such as granting concessions to retain an anchor
tenant or removing an ineffective anchor tenant.

     In some cases, an anchor tenant or a shadow anchor may cease to operate at
the property, thereby leaving its space unoccupied even though it continues to
pay rent on or even own the vacant space. If an anchor tenant or a shadow anchor
ceases operations at a retail property or if its sales do not reach a specified
threshold, other tenants at the property may be entitled to terminate their
leases prior to the scheduled expiration date or to pay rent at a reduced rate
for the remaining term of the lease.

     Accordingly, the following factors, among others, will adversely affect the
economic performance of an anchored retail property, including:

     o    an anchor tenant's failure to renew its lease;

     o    termination of an anchor tenant's lease;

     o    the bankruptcy or economic decline of an anchor tenant or a shadow
          anchor;

     o    the cessation of the business of a self-owned anchor or of an anchor
          tenant, notwithstanding its continued ownership of the previously
          occupied space or its continued payment of rent, as the case may be;
          or

     o    a loss of an anchor tenant's ability to attract shoppers.


                                      -38-



     Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:

     o    factory outlet centers;

     o    discount shopping centers and clubs;

     o    catalogue retailers;

     o    home shopping networks and programs;

     o    internet web sites and electronic media shopping; and

     o    telemarketing.

     Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

     Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

     Office Properties. Factors affecting the value and operation of an office
property include:

     o    the strength, stability, number and quality of the tenants,
          particularly significant tenants, at the property;

     o    the physical attributes and amenities of the building in relation to
          competing buildings, including the condition of the HVAC system.
          parking and the building's compatibility with current business wiring
          requirements;

     o    whether the area is a desirable business location, including local
          labor cost and quality, tax environment, including tax benefits, and
          quality of life issues, such as schools and cultural amenities;

     o    the location of the property with respect to the central business
          district or population centers;

     o    demographic trends within the metropolitan area to move away from or
          towards the central business district;

     o    social trends combined with space management trends, which may change
          towards options such as telecommuting or hoteling to satisfy space
          needs;

     o    tax incentives offered to businesses or property owners by cities or
          suburbs adjacent to or near where the building is located;

     o    local competitive conditions, such as the supply of office space or
          the existence or construction of new competitive office buildings;


                                      -39-



     o    the quality and philosophy of building management;

     o    access to mass transportation;

     o    accessibility from surrounding highways/streets;

     o    changes in zoning laws; and

     o    the financial condition of the owner.

     With respect to some office properties, one or more tenants may have the
option, at any time or after the expiration of a specified period, to terminate
their leases at the property. In many cases, the tenant is required to provide
notice and/or pay penalties in connection with the exercise of its termination
option. Notwithstanding any disincentives with respect to a termination option,
there can be no assurance a tenant will not exercise such an option, especially
if the rent paid by that tenant is in excess of market rent.

     Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that economic
decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.

     Office properties are also subject to competition with other office
properties in the same market. Competitive factors affecting an office property
include:

     o    rental rates;

     o    the building's age, condition and design, including floor sizes and
          layout;

     o    access to public transportation and availability of parking; and

     o    amenities offered to its tenants, including sophisticated building
          systems, such as fiber optic cables, satellite communications or other
          base building technological features.

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

     The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include:

     o    the cost and quality of labor;

     o    tax incentives; and

     o    quality of life considerations, such as schools and cultural
          amenities.

     The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.


                                      -40-



     Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including:

     o    full service hotels;

     o    resort hotels with many amenities;

     o    limited service hotels;

     o    hotels and motels associated with national or regional franchise
          chains;

     o    hotels that are not affiliated with any franchise chain but may have
          their own brand identity; and

     o    other lodging facilities.

     Factors affecting the value, operation and economic performance of a
hospitality property include:

     o    the location of the property and its proximity to major population
          centers or attractions;

     o    the seasonal nature of business at the property;

     o    the level of room rates relative to those charged by competitors;

     o    quality and perception of the franchise affiliation, if any;

     o    economic conditions, either local, regional or national, which may
          limit the amount that can be charged for a room and may result in a
          reduction in occupancy levels;

     o    the existence or construction of competing hospitality properties;

     o    nature and quality of the services and facilities;

     o    financial strength and capabilities of the owner and operator;

     o    the need for continuing expenditures for modernizing, refurbishing and
          maintaining existing facilities;

     o    increases in operating costs, which may not be offset by increased
          room rates;

     o    the property's dependence on business and commercial travelers and
          tourism;

     o    changes in travel patterns caused by changes in access, energy prices,
          labor strikes, relocation of highways, the reconstruction of
          additional highways or other factors; and

     o    changes in travel patterns caused by perceptions of travel safety,
          which perceptions can be significantly and adversely influenced by
          terrorist acts and foreign conflict as well as apprehension regarding
          the possibility of such acts or conflicts.

     Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality


                                      -41-



properties are generally rented for short periods of time, hospitality
properties tend to be more sensitive to adverse economic conditions and
competition than many other types of commercial properties. Additionally, the
revenues of some hospitality properties, particularly those located in regions
whose economies depend upon tourism, may be highly seasonal in nature and/or may
be adversely affected by prolonged unfavorable weather conditions.

     Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating
standards and other terms and conditions. The franchisor periodically inspects
its licensed properties to confirm adherence to its operating standards. The
failure of the hospitality property to maintain those standards or adhere to
those other terms and conditions could result in the loss or cancellation of the
franchise license. It is possible that the franchisor could condition the
continuation of a franchise license on the completion of capital improvements or
the making of capital expenditures that the owner of the hospitality property
determines are too expensive or are otherwise unwarranted in light of the
operating results or prospects of the property. In that event, the owner of the
hospitality property may elect to allow the franchise license to lapse. In any
case, if the franchise is terminated, the owner of the hospitality property may
seek to obtain a suitable replacement franchise, which may be at significantly
higher fees than the previous franchise, or to operate property independently of
a franchise license. The loss of a franchise license could have a material
adverse effect upon the operations or value of the hospitality property because
of the loss of associated name recognition, marketing support and centralized
reservation systems provided by the franchisor.

     The viability of any hospitality property that is a franchise of a national
or a regional hotel or motel chain is dependent upon:

     o    the continued existence and financial strength of the franchisor;

     o    the public perception of the franchise service mark; and

     o    the duration of the franchise licensing agreement.

     The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
Conversely, a lender may be unable to remove a franchisor that it desires to
replace following a foreclosure. Additionally, any provision in a franchise
agreement or management agreement providing for termination because of a
bankruptcy of a franchisor or manager will generally not be enforceable. In the
event of a foreclosure on a hospitality property, the lender or other purchaser
of the hospitality property may not be entitled to the rights under any
associated operating, liquor and other licenses. That party would be required to
apply in its own right for new operating, liquor and other licenses. There can
be no assurance that a new license could be obtained or that it could be
obtained promptly. The lack of a liquor license in a hospitality property could
have an adverse impact on the revenue from that property or on its occupancy
rate.

     Casino Properties. Factors affecting the economic performance of a casino
property include:

     o    location, including proximity to or easy access from major population
          centers;

     o    appearance;

     o    economic conditions, either local, regional or national, which may
          limit the amount of disposable income that potential patrons may have
          for gambling;

     o    the existence or construction of competing casinos;


                                      -42-



     o    dependence on tourism; and

     o    local or state governmental regulation.

     Competition among major casinos may involve attracting patrons by--

     o    providing alternate forms of entertainment, such as performers and
          sporting events, and

     o    offering low-priced or free food and lodging.

     Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.

     Because of their dependence on disposable income of patrons, casino
properties are likely to respond quickly to a downturn in the economy.

     The ownership, operation, maintenance and/or financing of casino properties
is often subject to local or state governmental regulation. A government agency
or authority may have jurisdiction over or influence with respect to the
foreclosure of a casino property or the bankruptcy of its owner or operator. In
some jurisdictions, it may be necessary to receive governmental approval before
foreclosing, thereby resulting in substantial delays to a lender. Gaming
licenses are not transferable, including in connection with a foreclosure. There
can be no assurance that a lender or another purchaser in foreclosure or
otherwise will be able to obtain the requisite approvals to continue operating
the foreclosed property as a casino.

     Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.

     The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.

     Health Care-Related Properties. Health care-related properties include:

     o    hospitals;

     o    medical offices;

     o    skilled nursing facilities;

     o    nursing homes;

     o    congregate care facilities; and

     o    in some cases, assisted living centers and housing for seniors.

     Health care-related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to:

     o    statutory and regulatory changes;

     o    retroactive rate adjustments;


                                      -43-



     o    administrative rulings;

     o    policy interpretations;

     o    delays by fiscal intermediaries; and

     o    government funding restrictions.

     In addition, nursing facilities and assisted living facilities that are
dependent on revenues from other third party payors (other than Medicare and
Medicaid), such as private insurers, are also affected by the reimbursement
policies of those payors.

All of the foregoing can adversely affect revenues from the operation of a
health care-related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers. In
addition, there are currently under consideration various proposals for national
health care relief that could further limit these payments.

     Health care-related facilities are subject to significant governmental
regulation of the ownership, operation, maintenance and/or financing of those
properties. Providers of long-term nursing care and other medical services are
highly regulated by federal, state and local law. They are also subject to
numerous factors which can increase the cost of operation, limit growth and, in
extreme cases, require or result in suspension or cessation of operations,
including:

     o    federal and state licensing requirements;

     o    facility inspections;

     o    rate setting;

     o    disruptions in payments;

     o    reimbursement policies;

     o    audits, which may result in recoupment of payments made or withholding
          of payments due;

     o    laws relating to the adequacy of medical care, distribution of
          pharmaceuticals, use of equipment, personnel operating policies and
          maintenance of and additions to facilities and services;

     o    patient care liability claims, including those generated by the recent
          advent of the use of video surveillance, or "granny cams", by family
          members or government prosecutors to monitor care and limited
          availability and increased costs of insurance; and

     o    shortages in staffing, increases in labor costs and labor disputes.

     Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care-related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in


                                      -44-



a foreclosure sale would be entitled to the rights under any required licenses
and regulatory approvals. The lender or other purchaser may have to apply in its
own right for those licenses and approvals. There can be no assurance that a new
license could be obtained or that a new approval would be granted. In addition,
there can be no assurance that the facilities will remain licensed and loss of
licensure/provider agreements by a significant number of facilities could have a
material adverse effect on a borrower's ability to meet its obligations under
the related mortgage loan and, therefore, on distributions on your certificates.

     With respect to health care-related properties, the regulatory environment
has intensified, particularly the long-term care service environment for large,
for profit, multi-facility providers. For example, in the past few years,
federal prosecutors have utilized the federal false claims act to prosecute
nursing facilities that have quality of care deficiencies or reported instances
of possible patient abuse and neglect, falsification of records, failure to
report adverse events, improper use of restraints, and certain other care
issues. Since facilities convicted under the false claims act may be liable for
triple damages plus mandatory civil penalties, nursing facilities often settled
with the government for a substantial amount of money rather than defending the
allegations.

     The extensive federal, state and local regulations affecting health
care-related facilities include regulations on the financial and other
arrangements that facilities enter into during the normal course of business.
For example, anti-kickback laws prohibit certain business practices and
relationships that might affect the provision and cost of health care services
reimbursable under Medicare and Medicaid programs, including the payment or
receipt of money or anything else of value in return for the referral of
patients whose care will be paid by those programs. Sanctions for violations
include criminal penalties and civil sanctions, fines and possible exclusion
from payor programs. Federal and state governments have used monetary recoveries
derived from prosecutions to strengthen their fraud detection and enforcement
programs. There can be no assurance that government officials charged with
responsibility for enforcing the anti-kickback and/or self-referral laws will
not assert that certain arrangements or practices are in violation of such
provisions. The operations of a nursing facility or assisted living facility
could be adversely affected by the failure of its arrangements to comply with
such laws or similar state laws enacted in the future.

     The Deficit Reduction Act of 2006 ("DRA") is expected to increase
government anti-fraud efforts. Among other things, the DRA required
organizations, such as nursing facilities and assisted living facilities, that
receive $5 million or more in Medicaid payments to train their work forces on
the federal false claims act and its whistle blower provisions by January 1,
2007. The statute also encourages states to pass their own false claims laws by
giving states a larger share of the money recovered from false claims cases. The
effect of the DRA may be to create more whistle blowers and give rise to more
false claims act prosecutions. There can be no assurance that government
officials responsible for false claims act enforcement will not assert that one
or more of a borrower's arrangements, practices, nursing facilities, or assisted
living facilities are in violation of such laws.

     Each state also has a Medicaid Fraud Control Unit ("MFCU"), which typically
operates as a division of the state Attorney General's Office or equivalent,
which conducts criminal and civil investigations into alleged abuse, neglect,
mistreatment and/or misappropriation of resident property. In some cases, the
allegations may be investigated by the state Attorney General, local authorities
and federal and/or state survey agencies. There are MFCU and state Attorney
General investigations pending and, from time to time, threatened against
providers, relating to or arising out of allegations of potential resident
abuse, neglect or mistreatment.

     Further, the nursing facilities and assisted living facilities are likely
to compete on a local and regional basis with each other and with other
providers who operate similar facilities. They may also compete with providers
of long term care services in other settings, such as hospital rehabilitation
units or home health agencies or other community-based providers. The formation
of managed care networks and integrated delivery systems, as well as increasing
government efforts to encourage the use of home and community-based services
instead of nursing facility services, could also adversely affect nursing
facilities or assisted living facilities if there are


                                      -45-



incentives that lead to the utilization of other facilities or community-based
home care providers, instead of nursing facility or assisted living providers,
or if competition drives down prices paid by residents. Some of the competitors
of the subject facilities may be better capitalized, may offer services not
offered by the facilities, or may be owned by agencies supported by other
sources of income or revenue not available to for-profit facilities, such as tax
revenues and charitable contributions. The success of a facility also depends
upon the number of competing facilities in the local market, as well as upon
other factors, such as the facility's age, appearance, reputation and
management, resident and family preferences, referrals by and affiliations with
managed care organizations, relationship with other health care providers and
other health care networks, the types of services provided and, where
applicable, the quality of care and the cost of that care. If the facilities
fail to attract patients and residents and compete effectively with other health
care providers, their revenues and profitability may decline.

     Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care-related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties. Moreover, in certain circumstances, such as when
federal or state authorities believe that liquidation may adversely affect the
health, safety or welfare of the nursing facility and/or assisted living
facility residents, a facility operator may not be allowed to liquidate for an
indeterminate period of time. Finally, the receipt of any liquidation proceeds
could be delayed by the approval process of any state agency necessary for the
transfer of a mortgaged real property and even reduced to satisfy governmental
obligations of the facility, such as audit recoupments from nursing facilities.

     Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular
industry segment and/or by a general slowdown in the economy. In addition, an
industrial property that suited the particular needs of its original tenant may
be difficult to relet to another tenant or may become functionally obsolete
relative to newer properties. Also, lease terms with respect to industrial
properties are generally for shorter periods of time and may result in a
substantial percentage of leases expiring in the same year at any particular
industrial property.

     The value and operation of an industrial property depends on:

     o    location of the property, the desirability of which in a particular
          instance may depend on--

          1.   availability of labor services,

          2.   proximity to supply sources and customers, and

          3.   accessibility to various modes of transportation and shipping,
               including railways, roadways, airline terminals and ports;

     o    building design of the property, the desirability of which in a
          particular instance may depend on--

          1.   ceiling heights,

          2.   column spacing,

          3.   number and depth of loading bays,

          4.   divisibility,


                                      -46-



          5.   floor loading capacities,

          6.   truck turning radius,

          7.   overall functionality, and

          8.   adaptability of the property, because industrial tenants often
               need space that is acceptable for highly specialized activities;
               and

     o    the quality and creditworthiness of individual tenants, because
          industrial properties frequently have higher tenant concentrations.

     Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value. In addition, properties used for many
industrial purposes are more prone to environmental concerns than other property
types.

     Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. Depending on their location, mini-warehouses and self-storage
facilities tend to be adversely affected more quickly by a general economic
downturn than other types of commercial properties. In addition, it would
require substantial capital expenditures to convert a warehouse, mini-warehouse
or self-storage property to an alternative use. This will materially impair the
liquidation value of the property if its operation for storage purposes becomes
unprofitable due to decreased demand, competition, age of improvements or other
factors.

     Successful operation of a warehouse, mini-warehouse or self-storage
property depends on--

     o    building design,

     o    location and visibility,

     o    tenant privacy,

     o    efficient access to the property,

     o    proximity to potential users, including apartment complexes or
          commercial users,

     o    services provided at the property, such as security,

     o    age and appearance of the improvements, and

     o    quality of management.

     In addition, it is difficult to assess the environmental risks posed by
warehouse, mini-warehouse and self-storage properties due to tenant privacy
restrictions, tenant anonymity and unsupervised access to these facilities.
Therefore, these facilities may pose additional environmental risks to
investors. Environmental site assessments performed with respect to warehouse,
mini-warehouse and self-storage properties would not include an inspection of
the contents of the facilities. Therefore, it would not be possible to provide
assurance that any of the units included in these kinds of facilities are free
from hazardous substances or other pollutants or contaminants.


                                      -47-



     Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include:

     o    competition from facilities having businesses similar to a particular
          restaurant or tavern;

     o    perceptions by prospective customers of safety, convenience, services
          and attractiveness;

     o    the cost, quality and availability of food and beverage products;

     o    negative publicity, resulting from instances of food contamination,
          food-borne illness and similar events;

     o    changes in demographics, consumer habits and traffic patterns;

     o    the ability to provide or contract for capable management; and

     o    retroactive changes to building codes, similar ordinances and other
          legal requirements.

     Adverse economic conditions, whether local, regional or national, may limit
the amount that may be charged for food and beverages and the extent to which
potential customers dine out. Because of the nature of the business, restaurants
and taverns tend to respond to adverse economic conditions more quickly than do
many other types of commercial properties. Furthermore, the transferability of
any operating, liquor and other licenses to an entity acquiring a bar or
restaurant, either through purchase or foreclosure, is subject to local law
requirements.

     The food and beverage service industry is highly competitive. The principal
means of competition are--

     o    market segment,

     o    product,

     o    price,

     o    value,

     o    quality,

     o    service,

     o    convenience,

     o    location, and

     o    the nature and condition of the restaurant facility.

     A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

     o    lower operating costs,


                                      -48-



     o    more favorable locations,

     o    more effective marketing,

     o    more efficient operations, or

     o    better facilities.

     The location and condition of a particular restaurant or tavern will affect
the number of customers and, to an extent, the prices that may be charged. The
characteristics of an area or neighborhood in which a restaurant or tavern is
located may change over time or in relation to competing facilities. Also, the
cleanliness and maintenance at a restaurant or tavern will affect its appeal to
customers. In the case of a regionally- or nationally-known chain restaurant,
there may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

     Factors affecting the success of a regionally- or nationally-known chain
restaurant include:

     o    actions and omissions of any franchisor, including management
          practices that--

          1.   adversely affect the nature of the business, or

          2.   require renovation, refurbishment, expansion or other
               expenditures;

     o    the degree of support provided or arranged by the franchisor,
          including its franchisee organizations and third-party providers of
          products or services; and

     o    the bankruptcy or business discontinuation of the franchisor or any of
          its franchisee organizations or third-party providers.

     Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

     Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Due to relocation costs and, in some cases, demand for homesites, the
value of a mobile home or other housing unit in place in a manufactured housing
community or mobile home park is generally higher, and can be significantly
higher, than the value of the same unit not placed in a manufactured housing
community or mobile home park. As a result, a well-operated manufactured housing
community or mobile home park that has achieved stabilized occupancy is
typically able to maintain occupancy at or near that level. For the same reason,
a lender that provided financing for the home of a tenant who defaulted in his
or her space rent


                                      -49-



generally has an incentive to keep rental payments current until the home can be
resold in place, rather than to allow the unit to be removed from the park. In
general, the individual mobile homes and other housing units will not constitute
collateral for a mortgage loan underlying a series of offered certificates.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include:

     o    location of the manufactured housing property;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the number of comparable competing properties in the local market;

     o    the age, appearance, condition and reputation of the property;

     o    the quality of management; and

     o    the types of facilities and services it provides.

     Manufactured housing communities and mobile home parks also compete against
alternative forms of residential housing, including--

     o    multifamily rental properties,

     o    cooperatively-owned apartment buildings,

     o    condominium complexes, and

     o    single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, such as staying at a hotel at the beach.

     Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

     Some states regulate the relationship of an owner of a manufactured housing
community or mobile home park and its tenants in a manner similar to the way
they regulate the relationship between a landlord and tenant at a multifamily
rental property. In addition, some states also regulate changes in the use of a
manufactured housing


                                      -50-



community or mobile home park and require that the owner give written notice to
its tenants a substantial period of time prior to the projected change.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control or rent stabilization
on manufactured housing communities and mobile home parks. These ordinances may
limit rent increases to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control or rent stabilization laws either do not
permit vacancy decontrol or permit vacancy decontrol only in the relatively rare
event that the mobile home or manufactured housing unit is removed from the
homesite. Local authority to impose rent control or rent stabilization on
manufactured housing communities and mobile home parks is pre-empted by state
law in some states and rent control or rent stabilization is not imposed at the
state level in those states. In some states, however, local rent control and/or
rent stabilization 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 or rent stabilization with respect to those tenants.

     Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include:

     o    the location and appearance of the property;

     o    the appeal of the recreational activities offered;

     o    the existence or construction of competing properties, whether are not
          they offer the same activities;

     o    the need to make capital expenditures to maintain, refurbish, improve
          and/or expand facilities in order to attract potential patrons;

     o    geographic location and dependence on tourism;

     o    changes in travel patterns caused by changes in energy prices,
          strikes, location of highways, construction of additional highways and
          similar factors;

     o    seasonality of the business, which may cause periodic fluctuations in
          operating revenues and expenses;

     o    sensitivity to weather and climate changes; and

     o    local, regional and national economic conditions.


                                      -51-



     A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.

     Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties. In addition, some recreational and resort
properties may be adversely affected by prolonged unfavorable weather
conditions.

     Recreational and resort properties are generally special purpose properties
that are not readily convertible to alternative uses. This will adversely affect
their liquidation value.

     Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:

     o    sporting events;

     o    musical events;

     o    theatrical events;

     o    animal shows; and/or

     o    circuses.

     The ability to attract patrons is dependent on, among others, the following
factors:

     o    the appeal of the particular event;

     o    the cost of admission;

     o    perceptions by prospective patrons of the safety, convenience,
          services and attractiveness of the arena or stadium;

     o    perceptions by prospective patrons of the safety of the surrounding
          area; and

     o    the alternative forms of entertainment available in the particular
          locale.

     In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

     Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

     Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent to which
attendees are prepared to make donations, which is influenced by a variety of
social, political and economic factors. Donations may be adversely affected by
economic conditions, whether local, regional or national. Religious facilities
are


                                      -52-



special purpose properties that are not readily convertible to alternative uses.
This will adversely affect their liquidation value.

     Parking Lots and Garages. The primary source of income for parking lots and
garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include:

     o    the number of rentable parking spaces and rates charged;

     o    the location of the lot or garage and, in particular, its proximity to
          places where large numbers of people work, shop or live;

     o    the amount of alternative parking spaces in the area;

     o    the availability of mass transit; and

     o    the perceptions of the safety, convenience and services of the lot or
          garage.

     Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

     o    its location,

     o    its size,

     o    the surrounding neighborhood, and

     o    local zoning laws.

ANY ANALYSIS OF THE VALUE OR INCOME PRODUCING ABILITY OF A COMMERCIAL OR
MULTIFAMILY PROPERTY IS HIGHLY SUBJECTIVE AND SUBJECT TO ERROR

     Mortgage loans secured by liens on income-producing properties are
substantially different from mortgage loans made on the security of
owner-occupied single-family homes. The repayment of a loan secured by a lien on
an income-producing property is typically dependent upon--

     o    the successful operation of the property, and

     o    its ability to generate income sufficient to make payments on the
          loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income derived or expected to be derived from the
          related real property collateral for a given period that is available
          to pay debt service on the subject mortgage loan, to


                                      -53-



     o    the scheduled payments of principal and/or interest during that given
          period on the subject mortgage loan and any other senior and/or pari
          passu loans that are secured by the related real property collateral.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property.

     The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

     o    make the loan payments on the related mortgage loan,

     o    cover operating expenses, and

     o    fund capital improvements at any given time.

     Operating revenues of a nonowner occupied, income-producing property may be
affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

     o    some health care-related facilities,

     o    hotels and motels,

     o    recreational vehicle parks, and

     o    mini-warehouse and self-storage facilities,

tend to be affected more rapidly by changes in market or business conditions
than do properties typically leased for longer periods, such as--

     o    warehouses,

     o    retail stores,

     o    office buildings, and

     o    industrial facilities.

     Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.


                                      -54-



     Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from:

     o    increases in energy costs and labor costs;

     o    increases in interest rates and real estate tax rates; and

     o    changes in governmental rules, regulations and fiscal policies.

     Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.

     Lenders also look to the loan-to-value ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property is liquidated following a
default. In general, the loan-to-value ratio of a multifamily or commercial
mortgage loan at any given time is the ratio, expressed as a percentage, of--

     o    the then outstanding principal balance of the mortgage loan and any
          other senior and/or pari passu loans that are secured by the related
          real property collateral, to

     o    the estimated value of the related real property based on an
          appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

     A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

     o    the borrower has a greater incentive to perform under the terms of the
          related mortgage loan in order to protect that equity, and

     o    the lender has greater protection against loss on liquidation
          following a borrower default.

     However, loan-to-value ratios are not necessarily an accurate measure of
the likelihood of liquidation loss in a pool of multifamily and commercial
mortgage loans. For example, the value of a multifamily or commercial property
as of the date of initial issuance of a series of offered certificates may be
less than the estimated value determined at loan origination. The value of any
real property, in particular a multifamily or commercial property, will likely
fluctuate from time to time. Moreover, even a current appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on--

     o    the market comparison method, which takes into account the recent
          resale value of comparable properties at the date of the appraisal;

     o    the cost replacement method, which takes into account the cost of
          replacing the property at the date of the appraisal;

     o    the income capitalization method, which takes into account the
          property's projected net cash flow; or

     o    a selection from the values derived from the foregoing methods.


                                      -55-



     Each of these appraisal methods presents analytical difficulties. For
example--

     o    it is often difficult to find truly comparable properties that have
          recently been sold;

     o    the replacement cost of a property may have little to do with its
          current market value; and

     o    income capitalization is inherently based on inexact projections of
          income and expense and the selection of an appropriate capitalization
          rate and discount rate.

     If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

     The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is insufficient to
pay operating costs and expenses as well as debt service, then the value of the
property will decline and a liquidation loss may occur.

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on--

     o    the operation of all of the related real properties, and

     o    the ability of those properties to produce sufficient cash flow to
          make required payments on the related mortgage loans.

For example, if a borrower or group of related borrowers that owns or controls
several real properties experiences financial difficulty at one of those
properties, it could defer maintenance at another of those properties in order
to satisfy current expenses with respect to the first property. That borrower or
group of related borrowers could also attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting debt service
payments on all the related mortgage loans for an indefinite period. In
addition, multiple real properties owned by the same borrower or related
borrowers are likely to have common management. This would increase the risk
that financial or other difficulties experienced by the property manager could
have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

     Any of the mortgage assets in one of our trusts may be substantially larger
than the other assets in that trust. In general, the inclusion in a trust of one
or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the total principal balance of that pool were
distributed more evenly.


                                      -56-



GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to:

     o    any adverse economic developments that occur in the locale, state or
          region where the properties are located;

     o    changes in the real estate market where the properties are located;

     o    changes in governmental rules and fiscal policies in the governmental
          jurisdiction where the properties are located; and

     o    acts of nature, including floods, tornadoes and earthquakes, in the
          areas where properties are located.

CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

     The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

     If you purchase offered certificates with a pass-through rate that is equal
to or calculated based upon a weighted average of interest rates on the
underlying mortgage loans, your pass-through rate will be affected, and may
decline, as the relative composition of the mortgage pool changes.

     In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your offered certificates may exhibit an increased concentration with
respect to property type, number and affiliation of borrowers and geographic
location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

     Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the periodic debt service payment for any of those mortgage loans
increases, the likelihood that cash flow from the underlying real property will
be insufficient to make that periodic debt service payment and pay operating
expenses also increases.

ADDITIONAL SECURED DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON
A MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES

     Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional
secured debt.

     Even if a mortgage loan prohibits further encumbrance of the related real
property, a violation of this prohibition may not become evident until the
affected mortgage loan otherwise defaults. Accordingly, a lender, such as one of
our trusts, may not realistically be able to prevent a borrower from incurring
subordinate debt.


                                      -57-



     The existence of any additional secured indebtedness increases the
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,
the related borrower may have difficulty repaying multiple loans. Moreover, the
filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may
stay the senior lienholder from taking action to foreclose out the junior lien.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Subordinate Financing."

WITH RESPECT TO CERTAIN MORTGAGE LOANS INCLUDED IN OUR TRUSTS, THE MORTGAGED
PROPERTY OR PROPERTIES THAT SECURE THE SUBJECT MORTGAGE LOAN IN THE TRUST ALSO
SECURE ONE (1) OR MORE RELATED MORTGAGE LOANS THAT ARE NOT IN THE TRUST; THE
INTERESTS OF THE HOLDERS OF THOSE NON-TRUST MORTGAGE LOANS MAY CONFLICT WITH
YOUR INTERESTS

     Certain mortgage loans included in our trusts are each part of a loan
combination or split loan structure that includes one or more additional
mortgage loans (not included in the trust) that are secured by the same mortgage
instrument(s) encumbering the same mortgaged property or properties, as
applicable, as is the subject mortgage loan. See "THE TRUST FUND--Mortgage
Loans--Loan Combinations." Pursuant to one or more co-lender or similar
agreements, a holder of a particular non-trust mortgage loan in a subject loan
combination, or a group of holders of non-trust mortgage loans in a subject loan
combination (acting together), may be granted various rights and powers that
affect the mortgage loan in that loan combination that is in one of our trusts,
including (a) cure rights with respect to the mortgage loan in our trust, (b) a
purchase option with respect to the mortgage loan in our trust, (c) the right to
advise, direct and/or consult with the applicable servicer regarding various
servicing matters, including certain modifications, affecting that loan
combination, and/or (d) the right to replace the applicable special servicer
(without cause) with respect to the mortgage loan in our trust. In some cases,
those rights and powers may be assignable or may be exercised through a
representative or designee. In connection with exercising any of the foregoing
rights afforded to it, the holder of any non-trust mortgage loan in a loan
combination that includes a mortgage loan in one of our trusts --or, if
applicable, any representative, designee or assignee of that holder with respect
to the particular right -- will likely not be an interested party with respect
to the related series of certificates, will have no obligation to consider the
interests of, or the impact of exercising such rights on, the related series of
certificates and may have interests that conflict with your interests. If any
such non-trust mortgage loan is included in a securitization, then the
representative, designee or assignee exercising any of the rights of the holder
of that non-trust mortgage loan may be a securityholder, an operating advisor, a
controlling class representative or other comparable party or a servicer from
that other unrelated securitization. You should expect that the holder or
beneficial owner of a non-trust mortgage loan will exercise its rights and
powers to protect its own economic interests, and will not be liable to the
related series of certificateholders for so doing.

     In addition, certain of mortgage loans included in our trusts that are part
of a loan combination will be serviced and administered pursuant to the
servicing agreement for the securitization of a non-trust mortgage loan that is
part of the same loan combination. Consequently, the certificateholders of the
related series of certificates will have limited ability to control the
servicing of those mortgage loans and the parties with control over the
servicing of those mortgage loans may have interests that conflict with your
interests. See "DESCRIPTION OF THE GOVERNING DOCUMENTS--Servicing Mortgage Loans
That Are Part of a Loan Combination."

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS AND/OR HINDER RECOVERY

     Some of the mortgage loans underlying a series of offered certificates may
have borrowers that are individuals or, alternatively, are entities that either
have not been structured to diminish the likelihood of their becoming bankrupt
or do not satisfy all the characteristics of special purpose entities. In
general, as a result of a borrower not being a special purpose entity or not
being limited to owning the related mortgaged real property, the borrower may be
engaged in activities unrelated to the subject mortgaged real property and may
incur indebtedness or suffer liabilities with respect to those activities.
Further, some of the borrowing entities may have


                                      -58-



been in existence and conducting business prior to the origination of the
related underlying mortgage loans, may own or have previously owned other
property that is not part of the collateral for the related underlying mortgage
loans and, further, may not have always satisfied all the characteristics of
special purpose entities even if they currently do so. This could negatively
impact the borrower's financial condition, and thus its ability to pay amounts
due and owing under the subject underlying mortgage loan. The related mortgage
documents and/or organizational documents of those borrowers may not contain the
representations, warranties and covenants customarily made by a borrower that is
a special purpose entity, such as limitations on indebtedness and affiliate
transactions and restrictions on the borrower's ability to dissolve, liquidate,
consolidate, merge, sell all or any material portion of its assets or amend its
organizational documents. These provisions are designed to mitigate the
possibility that the borrower's financial condition would be adversely impacted
by factors unrelated to the related mortgaged real property and the related
mortgage loan.

     Borrowers not structured as bankruptcy-remote entities may be more likely
to become insolvent or the subject of a voluntary or involuntary bankruptcy
proceeding because those borrowers may be:

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

     o    individuals that have personal liabilities unrelated to the property.

     In addition, if an underlying mortgage loan is secured by a mortgage on
both the related borrower's leasehold interest in the related mortgaged real
property and the underlying fee interest in such property, the related borrower
may be a special purpose entity, but the owner and pledgor of the related fee
interest may not be a special purpose entity.

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

     With respect to those borrowers that are structured as special purposes
entities, although the terms of the borrower's organizational documents and/or
related loan documents require that the related borrower covenants to be a
special purpose entity, in some cases those borrowers are not required to
observe all covenants and conditions that typically are required in order for
such an entity to be viewed under the standard rating agency criteria as a
special purpose entity.

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

     The mortgage loans underlying a series of offered certificates may have
borrowers that own the related mortgaged real properties as tenants-in-common or
may permit the related borrowers to convert into a tenant-in-common structure in
the future. Generally, in tenant-in-common ownership structures, each
tenant-in-common owns an undivided share in the subject real property. If a
tenant-in-common desires to sell its interest in the subject real property and
is unable to find a buyer or otherwise desires to force a partition, the
tenant-in-common has the ability to request that a court order a sale of the
subject real property and distribute the proceeds to each tenant-in-common


                                      -59-



borrower may be required to waive its partition right. However, there can be no
assurance that, if challenged, this waiver would be enforceable or that it would
be enforced in a bankruptcy proceeding.

     The enforcement of remedies against tenant-in-common borrowers may be
prolonged because each time a tenant-in-common borrower files for bankruptcy,
the bankruptcy court stay is reinstated. While a lender may seek to mitigate
this risk after the commencement of the first bankruptcy of a tenant-in-common
by commencing an involuntary proceeding against the other tenant-in-common
borrowers and moving to consolidate all those cases, there can be no assurance
that a bankruptcy court would consolidate those separate cases. Additionally,
tenant-in-common borrowers may be permitted to transfer portions of their
interests in the subject mortgaged real property to numerous additional
tenant-in-common borrowers.

     The bankruptcy, dissolution or action for partition by one or more of the
tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable upon the related mortgage loan. Not all tenants-in-common for
these mortgage loans may be special purpose entities and some of those
tenants-in-common may be individuals.

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

     Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

     In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may
reduce the amount of secured indebtedness to the then-value of the property.
This would make the lender a general unsecured creditor for the difference
between the then-value of the property and the amount of its outstanding
mortgage indebtedness.

     A bankruptcy court also may:

     o    grant a debtor a reasonable time to cure a payment default on a
          mortgage loan;

     o    reduce monthly payments due under a mortgage loan;

     o    change the rate of interest due on a mortgage loan; or

     o    otherwise alter a mortgage loan's repayment schedule.

     Furthermore, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as one of our trusts, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.

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


                                      -60-



     As a result of the foregoing, the related trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.

REDEVELOPMENT AND RENOVATION AT THE MORTGAGED PROPERTIES MAY HAVE UNCERTAIN AND
ADVERSE RESULTS

     Some mortgage loans underlying a series of offered certificates may be
secured by mortgaged real properties that are undergoing or are expected to
undergo redevelopment or renovation in the future. There can be no assurance
that current or planned redevelopment or renovation will be completed, that such
redevelopment or renovation 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 ability of the related borrower to repay the related
mortgage loan.

     In the event the related borrower fails to pay the costs of work completed
or material delivered in connection with such ongoing redevelopment or
renovation, the portion of the mortgaged real 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.

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING

     There can be no assurance--

     o    as to the degree of environmental testing conducted at any of the real
          properties securing the mortgage loans that back your offered
          certificates;

     o    that the environmental testing conducted by or on behalf of the
          applicable originators or any other parties in connection with the
          origination of those mortgage loans or otherwise identified all
          adverse environmental conditions and risks at the related real
          properties;

     o    that the results of the environmental testing were accurately
          evaluated in all cases;

     o    that the related borrowers have implemented or will implement all
          operations and maintenance plans and other remedial actions
          recommended by any environmental consultant that may have conducted
          testing at the related real properties; or

     o    that the recommended action will fully remediate or otherwise address
          all the identified adverse environmental conditions and risks.

     Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.

     In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

     o    tenants at the property, such as gasoline stations or dry cleaners, or


                                      -61-



     o    conditions or operations in the vicinity of the property, such as
          leaking underground storage tanks at another property nearby.

     Various environmental laws may make a current or previous owner or operator
of real property liable for the costs of removal or remediation of hazardous or
toxic substances on, under or adjacent to the property. Those laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence of the hazardous or toxic substances. For example, there are laws
that impose liability for release of asbestos containing materials into the air
or require the removal or containment of the materials. The owner's liability
for any required remediation generally is unlimited and could exceed the value
of the property and/or the total assets of the owner. In addition, the presence
of hazardous or toxic substances, or the failure to remediate the adverse
environmental condition, may adversely affect the owner's or operator's ability
to use the affected property. In some states, contamination of a property may
give rise to a lien on the property to ensure the costs of cleanup. Depending on
the state, this lien may have priority over the lien of an existing mortgage,
deed of trust or other security instrument. In addition, third parties may seek
recovery from owners or operators of real property for personal injury
associated with exposure to hazardous substances, including asbestos and
lead-based paint. Persons who arrange for the disposal or treatment of hazardous
or toxic substances may be liable for the costs of removal or remediation of the
substances at the disposal or treatment facility.

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

     o    agents or employees of the lender are deemed to have participated in
          the management of the borrower, or

     o    the lender actually takes possession of a borrower's property or
          control of its day-to-day operations, including through the
          appointment of a receiver or foreclosure.

     Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

     Federal law requires owners of residential housing constructed prior to
1978--

     o    to disclose to potential residents or purchasers information in their
          possession regarding the presence of known lead-based paint or
          lead-based paint-related hazards in such housing, and

     o    to deliver to potential residents or purchasers a United States
          Environmental Protection Agency approved information pamphlet
          describing the potential hazards to pregnant women and young children,
          including that the ingestion of lead-based paint chips and/or the
          inhalation of dust particles from lead-based paint by children can
          cause permanent injury, even at low levels of exposure.

     Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.


                                      -62-



SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY
BE CHALLENGED AS BEING UNENFORCEABLE

     Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance, even if the borrowers are related. If one of those
borrowers were to become a debtor in a bankruptcy case, creditors of the
bankrupt party or the representative of the bankruptcy estate of the bankrupt
party could seek to have the bankruptcy court avoid any lien granted by the
bankrupt party to secure repayment of another borrower's loan. In order to do
so, the court would have to determine that--

     o    the bankrupt party--

          1.   was insolvent at the time of granting the lien,

          2.   was rendered insolvent by the granting of the lien,

          3.   was left with inadequate capital, or

          4.   was not able to pay its debts as they matured; and

     o    the bankrupt party did not, when it allowed its property to be
          encumbered by a lien securing the other borrower's loan, receive fair
          consideration or reasonably equivalent value for pledging its property
          for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization. The court could also allow the bankrupt
party to recover payments it made under the avoided cross-collateralization.

     Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

     Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

     o    the related real property, or

     o    a majority ownership interest in the related borrower.

     We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.

     The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if:

     o    the default is deemed to be immaterial,


                                      -63-



     o    the exercise of those remedies would be inequitable or unjust, or

     o    the circumstances would render the acceleration unconscionable.

     Assignments of Leases. Some or all of the mortgage loans included in one of
our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "LEGAL ASPECTS OF MORTGAGE
LOANS--Bankruptcy Laws."

     Defeasance. A mortgage loan underlying a series of offered certificates may
permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of U.S. Treasury obligations or other government securities and
thereby obtain a release of the related mortgaged property. The cash amount
which a borrower must expend to purchase, or must deliver to a master servicer
in order for the master servicer to purchase, the required United States
government securities may be in excess of the principal balance of the mortgage
loan. A court could interpret that excess amount as a form of prepayment premium
or could take it into account for usury purposes. In some states, some forms of
prepayment premiums are unenforceable. If the payment of that excess amount were
held to be unenforceable, the remaining portion of the cash amount to be
delivered may be insufficient to purchase the requisite amount of United States
government securities.

CERTAIN ASPECTS OF SUBORDINATION AGREEMENTS, INCLUDING CO-LENDER AGREEMENTS
EXECUTED IN CONNECTION WITH MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES
THAT ARE PART OF A SPLIT LOAN STRUCTURE, MAY BE UNENFORCEABLE

     Pursuant to co-lender, intercreditor and similar agreements for certain of
the mortgage loans included in one of our trusts, which mortgage loans are, in
each case, intended to be senior to one or more other mortgage loans--not
included in the related trust--that encumber the related mortgaged property, the
subordinate lenders may have agreed that they will not take any direct actions
with respect to the related subordinated debt, including any actions relating to
the bankruptcy of the related borrower, and that the holder of the related
mortgage loan that is included in our trust--directly or through an applicable
servicer--will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. While subordination agreements
are generally enforceable in bankruptcy, in its decision in In re 203 North
LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the
United States Bankruptcy Court for the Northern District of Illinois refused to
enforce a provision of a subordination agreement that allowed a first mortgagee
to vote a second mortgagee's claim with respect to a Chapter 11 reorganization
plan on the grounds that pre-bankruptcy contracts cannot override rights
expressly provided by the Bankruptcy Code. This holding, which one court has
already followed, potentially limits the ability of a senior lender to accept or
reject a reorganization plan or to control the enforcement of remedies against a
common borrower over a subordinated lender's objections. In the event the
foregoing holding is followed with respect to a co-lender relationship related
to one of the mortgage loans underlying your offered certificates, the trustee's
recovery with respect to the related borrower in a bankruptcy proceeding may be
significantly delayed, and the aggregate amount ultimately collected may be
substantially less than the amount owed.


                                      -64-



WORLD EVENTS AND NATURAL DISASTERS COULD HAVE AN ADVERSE IMPACT ON THE REAL
PROPERTIES SECURING THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES AND
CONSEQUENTLY COULD REDUCE THE CASH FLOW AVAILABLE TO MAKE PAYMENTS ON THE
OFFERED CERTIFICATES

     The economic impact of the United States' military operations in Iraq and
other parts of the world, as well as the possibility of any terrorist attacks
domestically or abroad, is uncertain, but could have a material effect on
general economic conditions, consumer confidence, and market liquidity. We can
give no assurance as to the effect of these events on consumer confidence and
the performance of the loans held by trust fund. Any adverse impact resulting
from these events would be borne by the holders of one or more classes of the
securities. In addition, natural disasters, including earthquakes, floods and
hurricanes, also may adversely affect the real properties securing the mortgage
loans that back your offered certificates. For example, real properties located
in California may be more susceptible to certain hazards (such as earthquakes or
widespread fires) than properties in other parts of the country and mortgaged
real properties located in coastal states generally may be more susceptible to
hurricanes than properties in other parts of the country. Hurricanes and related
windstorms, floods and tornadoes have caused extensive and catastrophic physical
damage in and to coastal and inland areas located in the Gulf Coast region of
the United States and certain other parts of the southeastern United States. The
underlying mortgage loans do not all require the maintenance of flood insurance
for the related real properties. We cannot assure you that any damage caused by
hurricanes, windstorms, floods or tornadoes would be covered by insurance.

JURISDICTIONS WITH ONE ACTION OR SECURITY FIRST RULES AND/OR ANTI-DEFICIENCY
LEGISLATION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO FORECLOSE ON A REAL
PROPERTY OR TO REALIZE ON OBLIGATIONS SECURED BY A REAL PROPERTY

     Several states, including California, have laws that prohibit more than one
"judicial action" to enforce a mortgage obligation, requiring the lender to
exhaust the real property security for such obligation first and/or limiting the
ability of the lender to recover a deficiency judgment from the obligor
following the lender's realization upon the collateral. This could be
particularly problematic for cross-collateralized, cross-defaulted or
multi-property mortgage loans secured by real properties located in multiple
states where only some of those states have such rules. A lender who proceeds in
violation of these rules may run the risk of forfeiting collateral and/or
forfeiting the right to enforce the underlying obligation. In some
jurisdictions, the benefits of such laws may also be available to a guarantor of
the underlying obligation, thereby limiting the ability of the lender to recover
against a guarantor without first proceeding against the collateral and without
a judicial foreclosure. Accordingly, where real properties are located in
jurisdictions in which "one action," "security first" and/or "anti-deficiency"
rules may be applicable, the special servicer should seek to obtain advice of
counsel prior to enforcing any of the trust's rights under any of the related
mortgage loans and/or guarantees of those mortgage loans. As a result, the
special servicer may incur additional - and perhaps significant additional -
delay and expense in foreclosing on the underlying real properties located in
states affected by "one action," "security first" or "anti-deficiency" rules.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Foreclosure--One Action and Security First
Rules" and "--Foreclosure--Anti-Deficiency Legislation."

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL HAZARD
LOSSES

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things:


                                      -65-



     o    war,

     o    riot, strike and civil commotion,

     o    terrorism,

     o    nuclear, biological or chemical materials,

     o    revolution,

     o    governmental actions,

     o    floods and other water-related causes,

     o    earth movement, including earthquakes, landslides and mudflows,

     o    wet or dry rot,

     o    mold,

     o    vermin, and

     o    domestic animals.

     Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

     Not all of the mortgaged real properties that secure mortgage loans
included in one of our trusts will be insured against acts of terrorism. Some of
those mortgage loans may not require terrorism insurance coverage. In other
cases, because of heightened concern over future terrorist activities in the
United States, it may be difficult for borrowers to obtain or renew terrorism
insurance coverage at commercially reasonable rates.

     There is also a possibility of casualty losses on a real property for which
insurance proceeds, together with land value, may not be adequate to pay the
mortgage loan in full or rebuild the improvements. Consequently, there can be no
assurance that each casualty loss incurred with respect to a real property
securing one of the mortgage loans included in one of our trusts will be fully
covered by insurance or that the mortgage loan will be fully repaid in the event
of a casualty.

     Furthermore, various forms of insurance maintained with respect to any of
the real properties for the mortgage loans included in one of our trusts,
including casualty insurance, environmental insurance and earthquake insurance,
may be provided under a blanket insurance policy. That blanket insurance policy
will also cover other real properties, some of which may not secure loans in
that trust. As a result of total limits under any of those blanket policies,
losses at other properties covered by the blanket insurance policy may reduce
the amount of insurance coverage with respect to a property securing one of the
loans in our trust.


                                      -66-



LENDING ON CONDOMINIUM UNITS CREATES RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN
LENDING ON NON-CONDOMINIUMS

     Some mortgage loans underlying the offered certificates will be secured
by--

     o    the related borrower's interest in a commercial condominium unit or
          multiple units in a residential condominium project, and

     o    the related voting rights in the owners' association for the subject
          building, development or project.

     Condominiums may create risks for lenders that are not present when lending
on properties that are not condominiums. In the case of condominiums, a
condominium owner is generally responsible for the payment of common area
maintenance charges. In the event those charges are not paid when due, the
condominium association may have a lien for those unpaid charges against the
owner of the subject condominium unit, and, in some cases, pursuant to the
condominium declaration, the lien of the mortgage for a related mortgage loan is
subordinate to that lien for unpaid common area maintenance charges. In
addition, pursuant to many condominium declarations, the holders of the
remaining units would become responsible for the common area maintenance charges
that remain unpaid by any particular unit holder.

     Further, in the case of condominiums, a board of managers generally has
discretion to make decisions affecting the condominium building and there is no
assurance that the borrower under a mortgage loan secured by one or more
interests in that condominium will have any control over decisions made by the
related board of managers. Thus, decisions made by that board of managers,
including regarding assessments to be paid by the unit owners, insurance to be
maintained on the condominium building, restoration following a casualty and
many other decisions affecting the maintenance of that building, may not be
consistent with the mortgage loan documents and may have an adverse impact on
the mortgage loans that are secured by real properties consisting of such
condominium interests.

     There can be no assurance that the related board of managers will act in
the best interests of the borrower under those mortgage loans. Further, because
of the nature of condominiums, a default on the part of the borrower with
respect to such real properties will not allow the special servicer the same
flexibility in realizing on the collateral as is generally available with
respect to commercial properties that are not condominiums. The rights of other
unit owners, the documents governing the management of the condominium units and
the state and local laws applicable to condominium units must be considered. In
addition, in the event of a casualty with respect to the subject real property,
because of the possible existence of multiple loss payees on any insurance
policy covering the property, there could be a delay in the restoration of the
property and/or the allocation of related insurance proceeds, if any.
Consequently, if any of the mortgage loans underlying the offered certificates
are secured by the related borrower's interest in a condominium, servicing and
realizing upon such mortgage loan could subject the holders of such offered
certificates to a greater delay, expense and risk than with respect to a
mortgage loan secured by a commercial property that is not a condominium.

LENDING ON GROUND LEASES CREATES RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN
LENDING ON AN ACTUAL OWNERSHIP INTEREST IN A REAL PROPERTY

     In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the
ground lease does not provide for notice to a lender of a default under the
ground lease on the part of the borrower, together with a reasonable opportunity
for the lender to cure the default, the lender may be unable to prevent
termination of the lease and may lose its collateral.


                                      -67-



     In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If
a debtor landlord rejects the lease, the tenant has the right to remain in
possession of its leased premises at the rent reserved in the lease for the
term, including renewals. If a debtor tenant rejects any or all of its leases,
the tenant's lender may not be able to succeed to the tenant's position under
the lease unless the landlord has specifically granted the lender that right. If
both the landlord and the tenant are involved in bankruptcy proceedings, the
trustee for your offered certificates may be unable to enforce the bankrupt
tenant's obligation to refuse to treat as terminated a ground lease rejected by
a bankrupt landlord. In those circumstances, it is possible that the trustee
could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage
loan documents.

     Further, in a recent decision by the United States Court of Appeals for the
Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 2003 U.S. App.
LEXIS 7612 (7th Cir. Apr. 23, 2003)), the court ruled that where a statutory
sale of the leased property occurs under Section 363(f) of the U.S. Bankruptcy
Code upon the bankruptcy of a landlord, the sale terminates a lessee's
possessory interest in the property, and the purchaser assumes title free and
clear of any interest, including any leasehold estates. Pursuant to Section
363(e) of the U.S. Bankruptcy Code, a lessee may request the bankruptcy court to
prohibit or condition the statutory sale of the property so as to provide
adequate protection of the leasehold interest; however, the court ruled that
this provision does not ensure continued possession of the property, but rather
entitles the lessee to compensation for the value of its leasehold interest,
typically from the sale proceeds. As a result, there can be no assurance that,
in the event of a statutory sale of leased property pursuant to Section 363(f)
of the Bankruptcy Code, the lessee may be able to maintain possession of the
property under the ground lease. In addition, there can be no assurance that the
lessee and/or the lender (to the extent it can obtain standing to intervene)
will be able to recuperate the full value of the leasehold interest in
bankruptcy court.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

     Due to changes in zoning requirements since construction, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In addition, if the property were repaired or restored in conformity with
the current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet federal requirements related to access and
use by disabled persons. If a property does not currently comply with that Act,
the property owner may be required to incur significant costs in order to effect
that compliance. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.


                                      -68-



LITIGATION AND OTHER LEGAL PROCEEDINGS MAY ADVERSELY AFFECT A BORROWER'S ABILITY
TO REPAY ITS MORTGAGE LOAN

     From time to time, there may be legal proceedings pending or threatened
against the borrowers and their affiliates relating to the business of, or
arising out of the ordinary course of business of, the borrowers and their
affiliates. It is possible that such legal proceedings may have a material
adverse effect on any borrower's ability to meet its obligations under the
related mortgage loan and, therefore, on distributions on your certificates.

     The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:

     o    breach of contract involving a tenant, a supplier or other party;

     o    negligence resulting in a personal injury, or

     o    responsibility for an environmental problem.

     Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.

     From time to time, there may be condemnations pending or threatened against
one or more of the mortgaged real properties securing the mortgage loans in one
of our trusts. The proceeds payable in connection with a total condemnation may
not be sufficient to restore the related mortgaged real property or to satisfy
the remaining indebtedness of the related mortgage loan. The occurrence of a
partial condemnation may have a material adverse effect on the continued use of,
or income generated by, the affected mortgaged real property. Therefore, we
cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your offered certificates.

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

     One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to retain an independent
contractor to operate and manage the property. Receipt of the following types of
income on that property will subject the trust to federal, and possibly state or
local, tax on that income at the highest marginal corporate tax rate:

     o    any net income from that operation and management that does not
          consist of qualifying rents from real property within the meaning of
          Section 856(d) of the Internal Revenue Code of 1986, and

     o    any rental income based on the net profits of a tenant or sub-tenant
          or allocable to a service that is non-customary in the area and for
          the type of building involved.

The risk of taxation being imposed on income derived from the operation of
foreclosed real property is particularly present in the case of hospitality and
health care-related properties. These taxes, and the cost of retaining an
independent contractor, would reduce the net proceeds available for payment with
respect to the related offered certificates.


                                      -69-



     In addition, in connection with the trust's acquisition of a real property,
through foreclosure or similar action, and/or its liquidation of such property,
the trust may in certain jurisdictions, particularly in New York and California,
be required to pay state or local transfer or excise taxes. Such state or local
taxes may reduce net proceeds available for distribution to the offered
certificates.

RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES

     Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes, you will have to report on
your income tax return as ordinary income your pro rata share of the taxable
income of that REMIC, regardless of the amount or timing of your possible
receipt of any cash on the certificate. As a result, your offered certificate
may have phantom income early in the term of the REMIC because the taxable
income from the certificate may exceed the amount of economic income, if any,
attributable to the certificate. While you will have a corresponding amount of
tax losses later in the term of the REMIC, the present value of the phantom
income may significantly exceed the present value of the tax losses. Therefore,
the after-tax yield on any REMIC residual certificate may be significantly less
than that of a corporate bond or other instrument having similar cash flow
characteristics. In fact, some offered certificates that are residual interests,
may have a negative value.

     You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "FEDERAL INCOME TAX CONSEQUENCES--REMICs."

     Some Taxable Income of a Residual Interest Cannot Be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a REMIC
residual certificate may be treated as excess inclusions under the Internal
Revenue Code of 1986. You will have to pay tax on the excess inclusions
regardless of whether you have other credits, deductions or losses. In
particular, the tax on excess inclusion:

     o    generally will not be reduced by losses from other activities,

     o    for a tax-exempt holder, will be treated as unrelated business taxable
          income, and

     o    for a foreign holder, will not qualify for any exemption from
          withholding tax.

     Individuals and Some Entities Should Not Invest in REMIC Residual
Certificates. The fees and non-interest expenses of a REMIC will be allocated
pro rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code of 1986. Therefore, the certificates that are residual
interests generally are not appropriate investments for:

     o    individuals,

     o    estates,

     o    trusts beneficially owned by any individual or estate, and

     o    pass-through entities having any individual, estate or trust as a
          shareholder, member or partner.

     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate
a REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to:


                                      -70-



     o    a foreign person under the Internal Revenue Code of 1986, or

     o    a U.S. person that is classified as a partnership under the Internal
          Revenue Code of 1986, unless all of its beneficial owners are U.S.
          persons, or

     o    a foreign permanent establishment or fixed base (within the meaning of
          an applicable income tax treaty) of a U.S. person.

     It is possible that a class of offered certificates would also evidence a
residual interest in a REMIC and therefore that class of offered certificates or
the portion thereof that represents the residual interest in the REMIC would
exhibit the characteristics, and be subject to the risks, described above in
this "--Residual Interests in a Real Estate Mortgage Investment Conduit Have
Adverse Tax Consequences" section.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates."

ADDITIONAL COMPENSATION TO THE MASTER SERVICER AND THE SPECIAL SERVICER AND
INTEREST ON ADVANCES WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS ON YOUR
OFFERED CERTIFICATES

     To the extent described in the related prospectus supplement, the master
servicer, the special servicer, the trustee and any fiscal agent will each be
entitled to receive interest on unreimbursed advances made by that party with
respect to the mortgage assets. This interest will generally accrue from the
date on which the related advance was made or the related expense was incurred
through the date of reimbursement. In addition, under certain circumstances,
including a default by the borrower in the payment of principal and interest on
a mortgage asset, that mortgage asset will become specially serviced and the
related special servicer will be entitled to compensation for performing special
servicing functions pursuant to the related governing document(s). The right to
receive interest on advances or special servicing compensation is senior to the
rights of certificateholders to receive distributions on the offered
certificates. Thus, the payment of interest on advances and the payment of
special servicing compensation may lead to shortfalls in amounts otherwise
distributable on your offered certificates.

INABILITY TO REPLACE THE MASTER SERVICER COULD AFFECT COLLECTIONS AND RECOVERIES
ON THE MORTGAGE ASSETS

     The structure of the servicing fee payable to the master servicer might
affect the ability to find a replacement master servicer. Although the trustee
is required to replace the master servicer if the master servicer is terminated
or resigns, if the trustee is unwilling (including for example because the
servicing fee is insufficient) or unable (including for example, because the
trustee does not have the systems to service mortgage loans), it may be
necessary to appoint a replacement master servicer. Because the master servicing
fee is structured as a percentage of the stated principal balance of each
mortgage asset, it may be difficult to replace the servicer at a time when the
balance of the mortgage loans has been significantly reduced because the fee may
be insufficient to cover the costs associated with servicing the mortgage assets
and/or related REO properties remaining in the mortgage pool. The performance of
the mortgage assets may be negatively impacted, beyond the expected transition
period during a servicing transfer, if a replacement master servicer is not
retained within a reasonable amount of time.


                                      -71-



PROBLEMS WITH BOOK-ENTRY REGISTRATION

     Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

     o    you will be able to exercise your rights as a certificateholder only
          indirectly through the Depository Trust Company and its participating
          organizations;

     o    you may have only limited access to information regarding your offered
          certificates;

     o    you may suffer delays in the receipt of payments on your offered
          certificates; and

     o    your ability to pledge or otherwise take action with respect to your
          offered certificates may be limited due to the lack of a physical
          certificate evidencing your ownership of those certificates.

     See "DESCRIPTION OF THE CERTIFICATES--Book-Entry Registration and
Definitive Certificates."

POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A SERVICER'S PERFORMANCE

     A master servicer, special servicer or sub-servicer for one of our trusts,
or any of their respective affiliates, may purchase certificates evidencing
interests in that trust.

     In addition, a master servicer, special servicer or sub-servicer for one of
our trusts, or any of their respective affiliates, may have interests in, or
other financial relationships with, borrowers under the related mortgage loans.
These relationships may create conflicts of interest.

     In servicing mortgage loans in any of our trusts, a master servicer,
special servicer or sub-servicer will each be required to observe the terms of
the governing document(s) for the related series of offered certificates--or, in
the case of a sub-servicer, a consistent sub-servicing agreement--and, in
particular, to act in accordance with the servicing standard described in the
related prospectus supplement. You should consider, however, that if any of
these parties or an affiliate owns certificates or has financial interests in or
other financial dealings with any of the related borrowers, then it may have
interests when dealing with the mortgage loans underlying your offered
certificates that are in conflict with your interests. For example, if the
related special servicer or an affiliate thereof or any other related entity
owns any certificates, and in particular a class of non-offered certificates, it
could seek to mitigate the potential loss on its certificates from a troubled
mortgage loan by delaying acceleration or other enforcement in the hope of
realizing greater proceeds in the future. However, this action or failure to
take immediate action by a special servicer could pose a greater risk to the
trust and ultimately result in a lower recovery to the related trust than would
have been the case if the special servicer had not delayed in taking enforcement
action.

     Furthermore, a master servicer, special servicer or sub-servicer for any of
our trusts may service existing and new loans for third parties, including
portfolios of loans similar to the mortgage loans included in that trust. The
properties securing these other loans may be in the same markets as and compete
with the properties securing mortgage loans in our trust. Accordingly, that
master servicer, special servicer or sub-servicer may be acting on behalf of
parties with conflicting interests.


                                      -72-



PROPERTY MANAGERS AND BORROWERS MAY EACH EXPERIENCE CONFLICTS OF INTEREST IN
MANAGING MULTIPLE PROPERTIES

     In the case of many of the mortgage loans underlying the offered
certificates, the related property managers and borrowers may experience
conflicts of interest in the management and/or ownership of the related real
properties because:

     o    the real properties may be managed by property managers that are
          affiliated with the related borrowers;

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

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

LIMITED INFORMATION CAUSES UNCERTAINTY

     Some of the mortgage loans that will be included in our trusts are loans
that were made to enable the related borrower to acquire the related real
property. Accordingly, for some of these loans limited or no historical
operating information is available with respect to the related real property. As
a result, you may find it difficult to analyze the historical performance of
those properties.

THE RISK OF TERRORISM IN THE UNITED STATES AND MILITARY ACTION MAY ADVERSELY
AFFECT THE VALUE OF THE OFFERED CERTIFICATES AND PAYMENTS ON THE MORTGAGE ASSETS

     It is impossible to predict the extent to which terrorist activities may
occur in the United States. Furthermore, it is uncertain what effects any past
or future terrorist activities and/or consequent actions on the part of the
United States Government and others, including military action, will have on
U.S. and world financial markets; local, regional and national economies; real
estate markets across the U.S.; and/or particular business segments, including
those that are important to the performance of the real properties that secure
the mortgage loans underlying any series of offered certificates. Among other
things, reduced investor confidence could result in substantial volatility in
securities markets and a decline in real estate-related investments. In
addition, reduced consumer confidence, as well as a heightened concern for
personal safety, could result in a material decline in personal spending and
travel.

     As a result of the foregoing, defaults on commercial real estate loans
could increase; and, regardless of the performance of the mortgage loans
underlying any series of offered certificates, the liquidity and market value of
those offered certificates may be impaired.

                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

     From time to time we use capitalized terms in this prospectus. Frequently
used capitalized terms will have the respective meanings assigned to them in the
glossary attached to this prospectus.


                                      -73-



                                 THE TRUST FUND

ISSUING ENTITIES

     The issuing entity with respect to each series of offered certificates is
the entity that will own and hold the related underlying mortgage loans or
mortgage-backed securities and in whose name those certificates will be issued.
Each issuing entity will be a statutory trust or a common law trust organized at
our direction under the laws of the State or other jurisdiction specified in the
related prospectus supplement. As described in the related prospectus
supplement, the Governing Document for each series of offered certificates will
set forth the permissible activities and restrictions on the activities of the
related issuing entity and will govern the servicing and administration of the
related trust assets. Each series of offered certificates will represent
interests only in, and be payable solely from assets of, the related trust.
However, a series of offered certificates may be issued together with other
certificates of the same series, which other certificates will not be offered
pursuant to this prospectus.

DESCRIPTION OF THE TRUST ASSETS

     The trust assets backing a series of offered certificates will collectively
constitute the related trust fund. Each such trust fund will primarily consist
of:

     o    various types of multifamily and/or commercial mortgage loans;

     o    mortgage participations, pass-through certificates, collateralized
          mortgage obligations or other mortgage-backed securities that directly
          or indirectly evidence interests in, or are secured by pledges of, one
          or more of various types of multifamily and/or commercial mortgage
          loans; or

     o    a combination of mortgage loans and mortgage-backed securities of the
          types described above.

     In addition to the asset classes described above in this "--Description of
the Trust Assets"--section, we may include in the trust fund with respect to any
series of offered certificates loans secured by equipment or inventory related
to the real property collateral securing a mortgage loan in that trust fund,
provided that such other asset classes in the aggregate will not exceed 10% by
principal balance of the related asset pool.

     We will describe the specific characteristics of the mortgage assets
underlying a series of offered certificates in the related prospectus
supplement.

     Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market, any
mortgage-backed security to be included in one of our trusts.

     Neither we nor any of our affiliates will guarantee payment of any of the
mortgage assets included in one of our trusts. Furthermore, unless we indicate
otherwise in the related prospectus supplement, no governmental agency or
instrumentality will guarantee or insure payment of any of those mortgage
assets.

MORTGAGE LOANS

     General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property:

     o    rental or cooperatively-owned buildings with multiple dwelling units;


                                      -74-



     o    retail properties related to the sale of consumer goods and other
          products to the general public, such as shopping centers, malls,
          factory outlet centers, automotive sales centers, department stores
          and other retail stores, grocery stores, specialty shops, convenience
          stores and gas stations;

     o    retail properties related to providing entertainment, recreational and
          personal services to the general public, such as movie theaters,
          fitness centers, bowling alleys, salons, dry cleaners and automotive
          service centers;

     o    office properties;

     o    hospitality properties, such as hotels, motels and other lodging
          facilities;

     o    casino properties;

     o    health care-related properties, such as hospitals, skilled nursing
          facilities, nursing homes, congregate care facilities and, in some
          cases, assisted living centers and senior housing;

     o    industrial properties;

     o    warehouse facilities, mini-warehouse facilities and self-storage
          facilities;

     o    restaurants, taverns and other establishments involved in the food and
          beverage industry;

     o    manufactured housing communities, mobile home parks and recreational
          vehicle parks;

     o    recreational and resort properties, such as golf courses, marinas, ski
          resorts and amusement parks;

     o    arenas and stadiums;

     o    churches and other religious facilities;

     o    parking lots and garages;

     o    mixed use properties;

     o    other income-producing properties; and

     o    unimproved land.

     The adequacy of an income-producing property as security for a mortgage
loan depends in large part on its value and ability to generate net operating
income. Set forth under "RISK FACTORS--Various Types of Income-Producing
Properties May Secure Mortgage Loans Underlying a Series of Offered Certificates
and Each Type of Income-Producing Property May Present Special Risks as
Collateral for a Loan" is a discussion of some of the various factors that may
affect the value and operations of each of the indicated types of multifamily
and commercial properties.

     The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

     o    a fee interest or estate, which consists of ownership of the property
          for an indefinite period,


                                      -75-



     o    an estate for years, which consists of ownership of the property for a
          specified period of years,

     o    a leasehold interest or estate, which consists of a right to occupy
          and use the property for a specified period of years, subject to the
          terms and conditions of a lease,

     o    shares in a cooperative corporation which owns the property, or

     o    any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.

     Junior Mortgage Loans. If we so indicate in the related prospectus
supplement, one or more of the mortgage loans underlying a series of offered
certificates may be secured by a junior lien on the related real property.
However, the loan or loans secured by the more senior liens on that property may
not be included in the related trust fund. The primary risk to the holder of a
mortgage loan secured by a junior lien on a real property is the possibility
that the foreclosure proceeds remaining after payment of the loans secured by
more senior liens on that property will be insufficient to pay the junior loan
in full. In a foreclosure proceeding, the sale proceeds are generally applied--

     o    first, to the payment of court costs and fees in connection with the
          foreclosure,

     o    second, to the payment of real estate taxes, and

     o    third, to the payment of any and all principal, interest, prepayment
          or acceleration penalties, and other amounts owing to the holder of
          the senior loans.

The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

     Delinquent Mortgage Loans. If we so indicate in the related prospectus
supplement, the mortgage loans underlying a series of offered certificates may
be delinquent as of the date the certificates are initially issued. In those
cases, we will describe in the related prospectus supplement--

     o    the period of the delinquency,

     o    any forbearance arrangement then in effect,

     o    the condition of the related real property, and

     o    the ability of the related real property to generate income to service
          the mortgage debt.


                                      -76-



     We will not, however, transfer any mortgage loan to a trust if we know that
the mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in foreclosure.
Furthermore, delinquent mortgage loans will not constitute 20% or more, as
measured by dollar volume, of the mortgage asset pool for a series of offered
certificates as of the relevant measurement date.

     Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features:

     o    an original term to maturity of not more than approximately 40 years;
          and

     o    scheduled payments of principal, interest or both, to be made on
          specified dates, that occur monthly, bi-monthly, quarterly,
          semi-annually, annually or at some other interval.

     A mortgage loan included in one of our trusts may also include terms that:

     o    provide for the accrual of interest at a mortgage interest rate that
          is fixed over its term, that resets on one or more specified dates or
          that otherwise adjusts from time to time;

     o    provide for the accrual of interest at a mortgage interest rate that
          may be converted at the borrower's election from an adjustable to a
          fixed interest rate or from a fixed to an adjustable interest rate;

     o    provide for no accrual of interest;

     o    provide for level payments to stated maturity, for payments that reset
          in amount on one or more specified dates or for payments that
          otherwise adjust from time to time to accommodate changes in the
          coupon rate or to reflect the occurrence of specified events;

     o    be fully amortizing or, alternatively, may be partially amortizing or
          nonamortizing, with a substantial payment of principal due on its
          stated maturity date;

     o    permit the negative amortization or deferral of accrued interest;

     o    permit defeasance and the release of the real property collateral in
          connection with that defeasance; and/or

     o    prohibit some or all voluntary prepayments or require payment of a
          premium, fee or charge in connection with those prepayments.

     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, in general, 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, intercreditor or


                                      -77-



similar agreement to which the respective holders of the subject promissory
notes are parties and/or may be reflected in the subject promissory notes, a
common loan agreement or other common loan document. Such co-lender,
intercreditor or similar agreement 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. See "RISK FACTORS--With Respect to Certain Mortgage Loans
Included in Our Trusts, the Mortgaged Property or Properties that Secure the
Subject Mortgage Loan in the Trust Also Secure One (1) or More Related Mortgage
Loans That Are Not in the Trust; The Interests of the Holders of Those Non-Trust
Mortgage Loans May Conflict with Your Interests."

     Real Property and Other Collateral. Following a foreclosure, acceptance of
a deed in lieu of foreclosure or any enforcement action, trust assets may
include real property or other collateral for a defaulted mortgage loan pending
the liquidation of that collateral.

     Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts:

     o    the total outstanding principal balance and the largest, smallest and
          average outstanding principal balance of the mortgage loans;

     o    the type or types of property that provide security for repayment of
          the mortgage loans;

     o    the earliest and latest maturity date for the mortgage loans;

     o    the original and remaining terms to maturity of the mortgage loans, or
          the range of each of those terms to maturity, and the weighted average
          original and remaining terms to maturity of the mortgage loans;

     o    loan-to-value ratios of the mortgage loans either at origination or as
          of a more recent date, or the range of those loan-to-value ratios, and
          the weighted average of those loan-to-value ratios;

     o    the mortgage interest rates of the mortgage loans, or the range of
          those mortgage interest rates, and the weighted average mortgage
          interest rate of the mortgage loans;

     o    if any mortgage loans have adjustable mortgage interest rates, the
          index or indices upon which the adjustments are based, the adjustment
          dates, the range of gross margins and the weighted average gross
          margin, and any limits on mortgage interest rate adjustments at the
          time of any adjustment and over the life of the loan;

     o    information on the payment characteristics of the mortgage loans,
          including applicable prepayment restrictions;

     o    debt service coverage ratios of the mortgage loans either at
          origination or as of a more recent date, or the range of those debt
          service coverage ratios, and the weighted average of those debt
          service coverage ratios; and

     o    the geographic distribution of the properties securing the mortgage
          loans on a state-by-state basis.


                                      -78-



     If we are unable to provide the specific information described above at the
time a series of offered certificates is initially offered, we will provide--

     o    more general information in the related prospectus supplement, and

     o    specific information in a report which will be filed with the SEC as
          part of a Current Report on Form 8-K following the issuance of those
          certificates.

     In addition, with respect to any obligor or group of affiliated obligors
with respect to any pool asset or group of pool assets, or property or group of
related properties securing any pool asset or group of pool assets, if such pool
asset or group of pool assets represents a material concentration within the
mortgage asset pool, we will include in the related prospectus supplement
financial statements or other financial information on the related real property
or properties as required under the Securities Act and the Exchange Act.

     Originators. Some or all of the mortgage loans included in one of our
trusts may be originated by Merrill Lynch Mortgage Lending, Inc. or by one of
our other affiliates. In addition, there may be other third-party originators of
the mortgage loans to be included in one of our trusts. Accordingly, we will
acquire each of the mortgage loans to be included in one of our trusts from the
originator or a subsequent assignee, in privately negotiated transactions. See
"THE SPONSOR." We will identify in the related prospectus supplement any
originator or group of affiliated originators--apart from any sponsor and/or its
affiliates--that will or is expected to originate mortgage loans representing
10% or more of the related mortgage asset pool, by balance.

     Method and Criteria by Which Mortgage Loans are Selected for Inclusion in a
Securitization. There is no formal method or established criteria by which
mortgage loans are selected for inclusion in any particular asset
securitization. Merrill Lynch Mortgage Lending, Inc. ("MLML"), which is expected
to be one of the sponsors, and its affiliates generally originate mortgage loans
in accordance with the underwriting criteria described under the heading "THE
SPONSOR." When any such mortgage loan is originated, MLML or one of its
affiliates will generally determine whether the subject mortgage loan is to be
targeted for securitization. Mortgage loans targeted for securitization are
usually securitized as soon as possible after origination. Accordingly, all such
mortgage loans held by MLML pending securitization would be expected to be
securitized as soon thereafter as possible.

     Notwithstanding the foregoing, we or MLML could decide not to include one
or more mortgage loans in a particular securitization transaction for business
reasons. For example, MLML or one of its affiliates could hold a mortgage loan
out of securitization transactions until the related mortgaged property
"stabilizes" (such as following significant renovations, a lease-up period or a
free rent period for a significant portion of the tenants). A mortgage loan may
not be included in a securitization transaction because it would have adverse
effects on the diversity of the subject asset pool (including by reason of its
size, the related property type or the related geographic property location),
which in turn could make the related certificates less appealing to investors or
adversely affect rating levels. Also, MLML or an affiliate could remove a
mortgage loan from the potential asset pool in response to investor feedback.
Likewise, we could request another sponsor or mortgage loan seller that is
contributing mortgage loans to one of our securitizations not to include one or
more of those mortgage loans for reasons similar to those above or because of
material inconsistencies with MLML's underwriting standards.


                                      -79-



MORTGAGE-BACKED SECURITIES

     The mortgage-backed securities underlying a series of offered certificates
may include:

     o    mortgage participations, mortgage pass-through certificates,
          collateralized mortgage obligations or other mortgage-backed
          securities that are not insured or guaranteed by any governmental
          agency or instrumentality, or

     o    certificates issued and/or insured or guaranteed by Freddie Mac,
          Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state
          governmental agency or instrumentality.

     In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

     Each mortgage-backed security included in one of our trusts--

     o    will have been registered under the Securities Act, or

     o    will be exempt from the registration requirements of the Securities
          Act, or will have been held for at least the holding period specified
          in Rule 144(k) under that Act, or

     o    may otherwise be resold by us publicly without registration under the
          Securities Act.

     We will register the offering of any mortgage-backed security to be
included in one of our trusts with the SEC if --

     o    the issuer of the subject mortgage-backed securities has a direct or
          indirect agreement, arrangement, relationship or understanding with
          the issuing entity, the depositor, any sponsor or an underwriter,
          relating to inclusion of those mortgage-backed securities in our
          trust,

     o    the issuer of the subject mortgage-backed securities or any of its
          affiliates is an affiliate of the issuing entity, the depositor, any
          sponsor or an underwriter of a series of offered certificates, or

     o    the depositor would not be free to publicly resell the subject
          mortgage-backed securities without registration under the Securities
          Act.

     Any registration of underlying securities will be made in compliance with
the provisions of Rule 190 under the Securities Act. In connection with any such
registration--

     o    the prospectus supplement for the related series of offered
          certificates will describe the plan of distribution for both that
          series of offered certificates and the underlying mortgage-backed
          securities; and

     o    the separate prospectus relating to the offering of the underlying
          mortgage-backed securities will be delivered simultaneously with the
          delivery of the prospectus relating to the series of offered
          certificates described in the prospectus supplement that relates to
          that series of offered certificates, which prospectus supplement will
          either state that the prospectus for the offering of the underlying
          mortgage-backed securities is being delivered along with the
          prospectus for the underlying mortgage-backed securities, or will be
          combined with the prospectus for the offering of the underlying
          mortgage-backed securities.


                                      -80-



     If the offering of the subject series of offered certificates and the
underlying mortgage-backed securities is not made on a firm commitment basis,
the issuing entity or the underwriters for the offering of the subject series of
offered certificates will be required to distribute a preliminary prospectus for
both the subject series of offered certificates and the underlying
mortgage-backed securities to any person who is expected to receive a
confirmation of sale of the subject series of offered certificates at least 48
hours prior to sending such confirmation.

     We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In
general, we will provide in the related prospectus supplement, among other
items, the following information on the particular mortgage-backed securities
included in one of our trusts:

     o    the initial and outstanding principal amount(s) and type of the
          securities;

     o    the original and remaining term(s) to stated maturity of the
          securities;

     o    the pass-through or bond rate(s) of the securities or the formula for
          determining those rate(s);

     o    the payment characteristics of the securities;

     o    the identity of the issuer(s), servicer(s) and trustee(s) for the
          securities;

     o    a description of the related credit support, if any;

     o    the type of mortgage loans underlying the securities;

     o    the circumstances under which the related underlying mortgage loans,
          or the securities themselves, may be purchased prior to maturity;

     o    the terms and conditions for substituting mortgage loans backing the
          securities; and

     o    the characteristics of any agreements or instruments providing
          interest rate protection to the securities.

     With respect to any mortgage-backed security included in one of our trusts,
we will provide in our reports filed under the Exchange Act, the same
information regarding the security as is provided by the issuer of the security
in its own reports filed under that Act, if the security was publicly offered,
or in the reports the issuer of the security provides to the related trustee, if
the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

     We will generally acquire the mortgage assets to be included in one of our
trusts from Merrill Lynch Mortgage Lending, Inc. or another of our affiliates or
from another seller of commercial and multifamily mortgage loans. We will then
transfer those mortgage assets to the issuing entity for the related
securitization transaction.

     If and to the extent described in the related prospectus supplement, we, 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


                                      -81-



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.

     In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of certificates. In the
event that the total outstanding principal balance of the related underlying
mortgage loans or mortgage-backed securities initially delivered by us to the
related trustee is less than the initial total outstanding principal balance of
any series of certificates, the subject securitization transaction may include a
prefunding feature, in which case we may deposit or arrange for the deposit of
cash or liquid investments on an interim basis with the related trustee to cover
the shortfall. For a specified period, as set forth in the related prospectus
supplement, following the date of initial issuance of that series of
certificates, which will constitute the prefunding period, we or our designee
will be entitled to obtain a release of the deposited cash or investments if we
deliver or arrange for delivery of a corresponding amount of mortgage assets. If
we fail, however, to deliver or arrange for the delivery of mortgage assets
sufficient to make up the entire shortfall within the prefunding period, any of
the cash or, following liquidation, investments remaining on deposit with the
related trustee will be used by the related trustee to pay down the total
principal balance of the related series of certificates, as described in the
related prospectus supplement.

     If the subject securitization transaction involves a prefunding period,
then we will indicate in the related prospectus supplement, among other things:

     o    the term or duration of the prefunding period, which period may not
          extend more than one year beyond the date of initial issuance of the
          related offered certificates;

     o    the amount of proceeds to be deposited in the prefunding account and
          the percentage of the mortgage asset pool and any class or series of
          offered certificates represented by those proceeds, which proceeds may
          not exceed 50% of the related offering proceeds;

     o    triggers or events that would trigger limits on or terminate the
          prefunding period and the effects of such triggers;

     o    when and how new pool assets may be acquired during the prefunding
          period, and any limits on the amount, type or speed with which pool
          assets may be acquired;

     o    the acquisition or underwriting criteria for additional pool assets to
          be acquired during the prefunding period, including any differences
          from the criteria used to select the current asset pool;

     o    which party has the authority to add assets to the asset pool or
          determine if such pool assets meet the acquisition or underwriting
          criteria for additional pool assets, and whether or not there will be
          any independent verification of such person's exercise of authority or
          determinations;

     o    any requirements to add minimum amounts of pool assets and any effects
          of not meeting those requirements;

     o    if applicable, the procedures and standards for the temporary
          investment of funds in a prefunding account pending use (including the
          disposition of gains and losses on pending funds) and a description of
          the financial products or instruments eligible for such accounts;


                                      -82-



     o    the circumstances under which funds in a prefunding account will be
          returned to investors or otherwise disposed of; and

     o    a statement of whether, and if so, how investors will be notified of
          changes to the asset pool.

     If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, but subject
to the conditions specified in that prospectus supplement, to acquire from the
related trust particular mortgage assets underlying a series of certificates in
exchange for:

     o    cash that would be applied to pay down the principal balances of
          certificates of that series; and/or

     o    other mortgage loans or mortgage-backed securities that--

          1.   conform to the description of mortgage assets in this prospectus,
               and

          2.   satisfy the criteria set forth in the related prospectus
               supplement.

     For example, if a mortgage loan backing a series of offered certificates
defaults, then it may be subject to (a) a purchase option on the part of another
lender whose loan is secured by a lien on the same real estate collateral or by
a lien on an equity interest in the related borrower and/or (b) a fair value
purchase option under the applicable governing document(s) for the subject
securitization transaction or another servicing agreement.

     In addition, if so specified in the related prospectus supplement, but
subject to the conditions specified in that prospectus supplement, one or more
holders of certificates may exchange those certificates for one or more of the
mortgage loans or mortgage-backed securities constituting part of the mortgage
pool underlying those certificates.

     Further, if so specified in the related prospectus supplement, a special
servicer or other specified party for one of our trusts may be obligated, under
the circumstances described in that prospectus supplement, to sell on behalf of
the trust a delinquent or defaulted mortgage asset.

     See also "DESCRIPTION OF THE CERTIFICATES--Termination and Redemption."

CASH, ACCOUNTS AND PERMITTED INVESTMENTS

     The trust assets underlying a series of offered certificates will include
cash from various sources, including initial deposits and payments and
collections received or advanced on the related mortgage loans, mortgage-backed
securities, instruments of credit enhancement, guaranteed investment contracts,
interest rate exchange agreements, interest rate floor or cap agreements and/or
currency exchange agreements, as applicable.

     The trust assets underlying a series of offered certificates will also
include one or more accounts established and maintained on behalf of the
holders. All initial deposits, payments and collections received or advanced on
the related mortgage loans, mortgage-backed securities, instruments of credit
enhancement, guaranteed investment contracts, interest rate exchange agreements,
interest rate floor or cap agreements and/or currency exchange agreements, as
the case may be, and any other cash held by one of our trusts will be deposited
and held in those accounts. We will identify and describe those accounts, and
will further describe the deposits to and withdrawals from those accounts, in
the related prospectus supplement.

     Funds on deposit in any account established and maintained on behalf of
certificateholders may be invested in Permitted Investments. In the related
prospectus supplement, we will provide a summary description


                                      -83-



of those Permitted Investments and identify the beneficiary of any interest and
other income earned on funds in an account established and maintained on behalf
of certificateholders.

CREDIT SUPPORT

     The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the related underlying mortgage loans or
mortgage-backed securities. The types of credit support that may benefit the
holders of a class of offered certificates include:

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    overcollateralization;

     o    a letter of credit;

     o    a surety bond;

     o    an insurance policy;

     o    a guarantee; and/or

     o    a reserve fund.

     See "DESCRIPTION OF CREDIT SUPPORT".

     In the related prospectus supplement, we will describe the amount and types
of any credit support benefiting the holders of a class of offered certificates
and, if applicable, we will identify the provider of that credit support.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

     The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include:

     o    interest rate exchange agreements;

     o    interest rate cap agreements;

     o    interest rate floor agreements; or

     o    currency exchange agreements.

     An interest rate exchange agreement, which is a type of swap agreement, is
an arrangement whereby two parties (called counterparties) enter into an
agreement to exchange periodic interest payments. The dollar amount the
counterparties pay each other is an agreed-upon periodic interest rate
multiplied by a predetermined dollar principal amount (which may decline over
time according to an agreed-upon schedule), called the notional principal
amount. No principal (notional amount) is exchanged between the parties to the
transaction; only


                                      -84-



interest is exchanged. In its most common form, one party agrees to the pay the
other a fixed rate of interest in exchange for a floating rate.

     An interest rate cap agreement is an arrangement whereby two parties (also
called counterparties) enter into an agreement that places a ceiling (a "cap
strike") on a floating rate of interest on a specified notional principal amount
for a specific term. The buyer of the interest rate cap agreement uses the
interest rate cap agreement to limit its maximum payable interest rate in
respect of an obligation it has to make payments at a floating rate. If the
buyer's floating rate rises above the cap strike, the interest rate cap
agreement provides for payments from the seller to the buyer for the difference
between the floating rate and the cap strike. If the floating rate remains below
the cap strike, no payments are required. The cap buyer is required to pay an
up-front fee for the cap agreement.

     An interest rate floor agreement is an arrangement whereby two parties
(also called counterparties) enter into an agreement that places a minimum value
(a "floor strike") on a floating rate of interest on a specified notional
principal amount for a specific term. The buyer of the interest rate floor
agreement uses the interest rate floor agreement to limit its minimum receivable
interest rate in respect of an entitlement it has to receive payments at a
floating rate. The seller of the interest rate floor agreement accepts a minimum
on the interest rate it will pay in return for the receipt of a premium payment.
If the floating rate drops below the floor strike, the floor agreement provides
for payments from the seller to the buyer for the difference between the floor
strike and the floating rate.

     A currency exchange agreement, which is a type of swap agreement, is an
arrangement whereby two parties (also called counterparties) enter into an
agreement to exchange interest and/or principal payments in different currencies
on a periodic or one-time basis.

     In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered
certificates against shortfalls resulting from movements or fluctuations in
interest rates or currency exchange rates. If applicable, we will also identify
any obligor under the agreement or other arrangement.

                                   THE SPONSOR

GENERAL CHARACTER OF THE SPONSOR AND ITS BUSINESS

     Unless otherwise specified in the related prospectus supplement, Merrill
Lynch Mortgage Lending, Inc. ("MLML") will act as the sole sponsor or a
co-sponsor for each securitization transaction involving the issuance of a
series of offered certificates. Any other entity which acts as a sponsor or as a
co-sponsor with MLML will be described in the related prospectus supplement.

     MLML is a Delaware corporation formerly known as ML Health Care Servicing,
Inc., and is a wholly-owned subsidiary of Merrill Lynch Mortgage Capital Inc.,
which is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc. MLML
makes, and purchases from lenders, commercial and multifamily mortgage loans for
the purpose of securitizing them in commercial mortgage-backed securitization
("CMBS") transactions. MLML and its affiliates also purchase prime, subprime,
nonperforming and subperforming residential mortgage loans from originators of
these loans and aggregates these loans for sale in asset-backed securitization
transactions.

     MLML is licensed as a Title II Nonsupervised Mortgagee approved by the
United States Department of Housing and Urban Development to originate and
service mortgage loans. MLML acts as servicer of record for a


                                      -85-



small number of FHA-insured loans that are serviced by a sub-servicer. MLML does
not service the commercial and multifamily loans that it originates or acquires
for securitization in CMBS transactions.

     MLML also engages in the origination, and/or buying and selling, of
mortgages and other interests in mortgage loans for investment purposes.
Further, MLML enters into resale and repurchase agreements to finance trading
inventory positions.

THE SPONSOR'S SECURITIZATION PROGRAM

     MLML and its affiliates, directly or through correspondents, originate
multifamily and commercial mortgage loans throughout the United States and
abroad. MLML and its affiliates have been engaged in the origination of
multifamily and commercial mortgage loans for securitization since 1994. The
multifamily and commercial mortgage loans originated and securitized by MLML and
its affiliates include both fixed-rate loans and floating-rate loans and both
conduit balance loans--which are average-sized by industry standards-- and large
balance loans. Most of the multifamily and commercial mortgage loans included in
commercial mortgage securitizations sponsored by MLML and its affiliates have
been originated, directly or through correspondents, by MLML or an affiliate.

     In addition, in the normal course of its securitization program, MLML and
its affiliates, may also acquire multifamily and commercial mortgage loans from
various third party originators. These mortgage loans may have been originated
using underwriting guidelines not established by MLML or any of its affiliates.
The trust fund relating to a series of offered certificates may include mortgage
loans originated by one or more of these third parties.

     MLML and its affiliates may also originate multifamily and commercial
mortgage loans in conjunction with third-party correspondents and, in those
cases, the third-party correspondents would perform the underwriting based on
various criteria established or reviewed by MLML, and MLML or an affiliate would
originate the subject mortgage loan on a specified closing date prior to
inclusion in the subject securitization.

     In connection with its commercial mortgage securitization transactions,
MLML or an affiliate generally transfers the subject mortgage assets to a
depositor, who then transfers those mortgage assets to the issuing entity for
the related securitization. In return for the transfer of the subject mortgage
assets by the depositor to the issuing entity, the issuing entity issues
commercial mortgage pass-through certificates backed by, and supported by the
cash flows generated by, those mortgage assets.

     MLML and its affiliates also work with rating agencies, unaffiliated
mortgage loan sellers and servicers in structuring the securitization
transaction. MLML will generally act as sponsor, originator and mortgage loan
seller in its commercial mortgage securitization transactions. With respect to
certain of its commercial mortgage securitization transactions, there may be a
co-sponsor and/or other mortgage loan sellers and originators. We will identify
any co-sponsor in the related prospectus supplement. Neither MLML nor any of its
affiliates acts as servicer of the multifamily and commercial mortgage loans in
its commercial mortgage securitizations. Instead, MLML and/or the related
depositor contract with other entities to service the multifamily and commercial
mortgage loans following their transfer into a trust fund for a series of
offered certificates.

     In connection with MLML or an affiliate contributing mortgage loans to a
commercial mortgage securitization transaction, MLML or that affiliate may be
obligated, specifically with respect to the mortgage loans that it is
contributing, generally pursuant to a mortgage loan purchase agreement or other
comparable agreement, to:

     o    deliver various specified loan documents;


                                      -86-



     o    file and/or record various specified loan documents and assignments of
          those documents; and

     o    make various loan-specific representations and warranties.

     If it is later determined that any mortgage asset contributed by MLML or an
affiliate fails to conform to the specified representations and warranties or
there is a defect in or an omission with respect to certain specified mortgage
loan documents related to that mortgage asset, which breach, defect or omission,
as the case may be, is determined to have a material adverse effect on the value
of the subject mortgage asset or such other standard as is described in the
related prospectus supplement, then MLML or such affiliate will generally have
an obligation to cure the subject defect, omission or breach or to repurchase or
replace the subject mortgage asset.

UNDERWRITING STANDARDS

     General. Set forth below is a discussion of certain general underwriting
guidelines of MLML with respect to multifamily and commercial mortgage loans
originated by MLML. The underwriting guidelines described below may not--and
generally will not--apply to multifamily and commercial mortgage loans acquired
by MLML from third party originators.

     Notwithstanding the discussion below, given the unique nature of
income-producing real properties, the underwriting and origination procedures
and the credit analysis with respect to any particular multifamily or commercial
mortgage loan may differ significantly from one asset to another, and will be
driven by circumstances particular to that property, including, among others,
its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--Underwriting Standards"
section.

     Loan Analysis. MLML performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of
third-party credit reports, reports resulting from 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, although exceptions may be made from time to time on a
case-by-case basis. The collateral analysis includes an analysis, in each case
to the extent available, of historical property operating statements, rent rolls
and a projection of future performance and a review of tenant leases. Depending
on the type of real property collateral involved and other relevant
circumstances, MLML's underwriting staff and/or legal counsel will review leases
of significant tenants. MLML may also perform a limited qualitative review with
respect to certain tenants located at the real property collateral, particularly
significant tenants, credit tenants and sole tenants. MLML generally requires
third-party appraisals, as well as environmental reports, building condition
reports and, if applicable, seismic reports. Each report is reviewed for
acceptability by a MLML staff member or a third-party reviewer. The results of
these reviews are incorporated into the underwriting report.

     Loan Approval. Prior to commitment, all multifamily and commercial mortgage
loans to be originated by MLML must be approved by one or more --depending on
loan size--specified officers of MLML. The officer or officers responsible for
loan approval may approve a mortgage loan as recommended, request additional due
diligence, modify the loan terms or decline a loan transaction.

     Debt Service Coverage Ratio. The repayment of a multifamily or commercial
mortgage loan is typically dependent upon the successful operation of the
related real property collateral and the ability of that property to generate
income sufficient to make payments on the loan. Accordingly, in connection with
the origination of any


                                      -87-



multifamily or commercial mortgage loan, MLML will analyze whether cash flow
expected to be derived from the subject real property collateral will be
sufficient to make the required payments under that mortgage loan, taking into
account, among other things, revenues and expenses for, and other debt currently
secured by, or that in the future may be secured by, the subject real property
collateral as well as debt secured by pledges of the ownership interests in the
related borrower.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income, net of operating expenses, capital expenditures
          and other amounts required to be reserved for various purposes,
          derived or expected to be derived from the related real property
          collateral for a given period that is available to pay debt service on
          the subject mortgage loan, to

     o    the scheduled payments of principal and/or interest during that given
          period on the subject mortgage loan and any other loans that are
          secured by liens of senior or equal priority on the related real
          property collateral.

However, the amount described in the first bullet of the preceding sentence is
often a highly subjective number based on variety of assumptions regarding, and
adjustments to, revenues and expenses with respect to the related real property
collateral.

     For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, MLML may utilize annual net cash flow
that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:

     o    the assumption that a particular tenant at the subject real property
          collateral that has executed a lease, but has not yet taken occupancy
          and/or has not yet commenced paying rent, will take occupancy and
          commence paying rent on a future date;

     o    the assumption that an unexecuted lease that is currently being
          negotiated with respect to a particular tenant at the subject real
          property collateral or is out for signature will be executed and in
          place on a future date;

     o    the assumption that a portion of currently vacant and unleased space
          at the subject real property collateral will be leased at current
          market rates and consistent with occupancy rates of comparable
          properties in the subject market;

     o    the assumption that certain rental income that is to be payable
          commencing on a future date under a signed lease, but where the
          subject tenant is in an initial rent abatement or free rent period or
          has not yet taken occupancy, will be paid commencing on such future
          date;

     o    assumptions regarding the probability of renewal of particular leases
          and/or the re-leasing of certain space at the subject real property
          collateral and the anticipated effect on capital and re-leasing
          expenditures; and

     o    various additional lease-up assumptions and other assumptions
          regarding the payment of rent not currently being paid.


                                      -88-



     There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.

     Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by MLML, calculated as described above, will be equal
to or greater than 1.20:1 (subject to the discussion under "--Additional Debt"
below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or related real property
collateral. For example, MLML may originate a multifamily or commercial mortgage
loan with a debt service coverage ratio below 1.20:1 based on, among other
things, the amortization features of the mortgage loan (for example, if the
mortgage loan provides for relatively rapid amortization) the type of tenants
and leases at the subject real property collateral, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, MLML's
judgment of improved property performance in the future and/or other relevant
factors.

     We expect to provide in the related prospectus supplement debt service
coverage ratios for each mortgage loan backing a series of offered certificates
and a more detailed discussion of the calculation of net cash flow used in
determining those debt service coverage ratios.

     Loan-to-Value Ratio. MLML also looks at the loan-to-value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan-to-value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--

     o    the then outstanding principal balance of the subject mortgage loan
          and any other loans that are secured by liens of senior or equal
          priority on the related real property collateral, to

     o    the estimated value of the related real property collateral based on
          an appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

     Generally, the loan-to-value ratio for multifamily and commercial mortgage
loans originated by MLML, calculated as described above, will be equal to or
less than 80% (subject to the discussion under "--Additional Debt" below);
however, exceptions may be made when consideration is given to circumstances
particular to the mortgage loan or related real property collateral. For
example, MLML may originate a multifamily or commercial mortgage loan with a
loan-to-value ratio above 80% based on, among other things, the amortization
features of the mortgage loan (for example, if the mortgage loan provides for
relatively rapid amortization), the type of tenants and leases at the subject
real property collateral, the taking of additional collateral such as reserves,
letters of credit and/or guarantees, MLML's judgment of improved property
performance in the future and/or other relevant factors.

     We expect to provide in the related prospectus supplement loan-to-value
ratios for each mortgage loan backing a series of offered certificates and the
property valuation used in determining those loan-to-value ratios.

     Additional Debt. When underwriting a multifamily or commercial mortgage
loan, MLML will take into account whether the subject real property collateral
and/or direct or indirect interest in a related borrower are encumbered by
additional debt and will analyze the likely effect of that additional debt on
repayment of the subject mortgage loan. It is possible that MLML or an affiliate
will be the lender on that additional debt.

     The debt service coverage ratios described above under "--Debt Service
Coverage Ratio" and the loan-to-value ratios described above under
"--Loan-to-Value Ratio" may be below 1.20:1 and above 80%, respectively, based
on the existence of additional debt secured by the related real property
collateral or directly or indirectly by equity interests in the related
borrower.


                                      -89-



     Assessments of Property Condition. As part of the underwriting process,
MLML will analyze the condition of the real property collateral for a
prospective multifamily or commercial mortgage loan. To aid in that analysis,
MLML may, subject to certain exceptions, inspect or retain a third party to
inspect the property and will obtain the property assessments and reports
described below.

     Appraisals. MLML will, in most cases, require that the real property
collateral for a prospective multifamily or commercial mortgage loan be
appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute, a membership association of professional real estate
appraisers. In addition, MLML will generally require that those appraisals be
conducted in accordance with the Uniform Standards of Professional Appraisal
Practices developed by The Appraisal Foundation, a not-for-profit organization
established by the appraisal profession. Furthermore, the appraisal report will
usually include or be accompanied by a separate letter that includes a statement
by the appraiser that the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 were followed in preparing the
appraisal. In some cases, however, MLML may establish the value of the subject
real property collateral based on a cash flow analysis, a recent sales price or
another method or benchmark of valuation.

     Environmental Assessment. MLML may require a Phase I environmental
assessment with respect to the real property collateral for a prospective
multifamily or commercial mortgage loan. However, when circumstances warrant,
MLML may utilize an update of a prior environmental assessment, a transaction
screen or a desktop review. Alternatively, MLML might forego an environmental
assessment in limited circumstances, such as when it has obtained the benefits
of an environmental insurance policy or an environmental guarantee. Furthermore,
an environmental assessment conducted at any particular real property collateral
will not necessarily cover all potential environmental issues. For example, an
analysis for radon, lead-based paint and lead in drinking water will usually be
conducted only at multifamily rental properties and only when MLML or the
environmental consultant believes that such an analysis is warranted under the
circumstances.

     Depending on the findings of the initial environmental assessment, MLML may
require additional record searches or environmental testing, such as a Phase II
environmental assessment with respect to the subject real property collateral.

     Engineering Assessment. In connection with the origination process, MLML
may require that an engineering firm inspect the real property collateral for
any prospective multifamily or commercial mortgage loan to assess the structure,
exterior walls, roofing, interior structure and/or mechanical and electrical
systems. Based on the resulting report, MLML will determine the appropriate
response to any recommended repairs, corrections or replacements and any
identified deferred maintenance.

     Seismic Report. If the subject real property collateral includes any
material improvements and is located in California or in seismic zones 3 or 4,
MLML may require a report to establish the probable maximum or bounded loss for
the improvements at the property as a result of an earthquake. If that loss is
in excess of 20% of the estimated replacement cost for the improvements at the
property, MLML may require retrofitting of the improvements or that the borrower
obtain earthquake insurance if available at a commercially reasonable price. It
should be noted, however, that because the seismic assessments may not
necessarily have used the same assumptions in assessing probable maximum loss,
it is possible that some of the real properties that were considered unlikely to
experience a probable maximum loss in excess of 20% of estimated replacement
cost might have been the subject of a higher estimate had different assumptions
been used.

     Zoning and Building Code Compliance. In connection with the origination of
a multifamily or commercial mortgage loan, MLML will generally examine whether
the use and occupancy of the related real property collateral is in material
compliance with zoning, land-use, building rules, regulations and orders then
applicable to that property. Evidence of this compliance may be in the form of
one or more of the following:


                                      -90-



legal opinions; surveys; recorded documents; temporary or permanent certificates
of occupancy; letters from government officials or agencies; title insurance
endorsements; engineering or consulting reports; and/or representations by the
related borrower.

     Where a property as currently operated is a permitted nonconforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, MLML will analyze
whether--

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

     o    casualty insurance proceeds together with the value of any additional
          collateral would be available in an amount estimated by MLML to be
          sufficient to pay off the related mortgage loan in full;

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

     o    to require the related borrower to obtain law and ordinance insurance.

     Escrow Requirements. Based on its analysis of the real property collateral,
the borrower and the principals of the borrower, MLML may require a borrower
under a multifamily or commercial mortgage loan to fund various escrows for
taxes and/or insurance, capital expenses, replacement reserves and/or
environmental remediation. MLML 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 MLML. Furthermore, MLML may accept an alternative to
a cash escrow or reserve from a borrower, such as a letter of credit or a
guarantee from the borrower or an affiliate of the borrower or periodic evidence
that the items for which the escrow or reserve would have been established are
being paid or addressed.

     Notwithstanding the foregoing discussion under this "--Underwriting
Guidelines" section, we may purchase mortgage loans for inclusion in a trust
fund which vary from, or do not comply with, MLML's underwriting guidelines. In
addition, in some cases, MLML's and/or its affiliates may not have strictly
applied these underwriting guidelines as the result of a case-by-case permitted
exception based upon other compensating factors.

                                  THE DEPOSITOR

     We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect
to each series of certificates offered by this prospectus. We are a corporation
organized under the laws of the State of Delaware. We were initially
incorporated on June 13, 1986. We are a wholly owned, direct subsidiary of
Merrill Lynch Mortgage Capital Inc., which is an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc. Our principal executive offices are
located at 4 World Financial Center, 10th Floor 250 Vesey Street, New York, New
York 10080. Our telephone number is 212-449-1000. There can be no assurance that
at any particular time we will have any significant assets. We do not file with
the SEC annual reports on Form 10-K or any other reports with respect to
ourselves or our financial condition pursuant to Section 13(a) or 15(d) of the
Exchange Act.


                                      -91-



     We were organized, among other things, for the purposes of:

     o    issuing and selling one or more series of bonds secured primarily by
          mortgage collateral and manufactured housing conditional sales
          contracts and loan agreements, investing in certain mortgage
          collateral and manufactured housing conditional sales contracts and
          loan agreements to be purchased with the proceeds of bonds secured
          thereby and taking certain other actions with respect thereto;

     o    selling interests in mortgage loans, mortgage collateral and
          manufactured housing conditional sales contracts and loan agreements,
          evidencing those interests with pass-through certificates, using the
          proceeds of the sale of the pass-through certificates to acquire the
          mortgage loans, mortgage collateral and manufactured housing
          conditional sales contracts and loan agreements, retaining an
          interest, including a subordinated interest, in the mortgage loans,
          mortgage collateral or manufactured housing conditional sales
          contracts and loan agreements acquired and sold and taking certain
          other actions with respect thereto;

     o    acting as settlor or depositor of trusts formed to issue, sell and
          deliver series of bonds secured by a pledge or assignment of mortgage
          obligations, pass-through certificates in mortgage loans or other
          mortgage collateral and manufactured housing conditional sales
          contracts and loan agreements and investing in or selling beneficial
          interests in the same, acquiring, owning, holding and pledging or
          selling interests in residential mortgage loans, mortgage collateral
          and manufactured housing conditional sales contracts and loan
          agreements and investing cash balances on an interim basis in certain
          short term investments; and

     o    doing all such things as are reasonable or necessary to enable us to
          carry out any of the above, including entering into loan agreements,
          servicing agreements and reimbursements agreements and selling
          certificates of interest in any trust for which we serve as depositor.

     Since our incorporation in 1986, we have been engaged in the securitization
of commercial and multifamily mortgage loans and in acting as depositor of one
or more trusts formed to issue commercial mortgage pass-through certificates
that are secured by or represent interests in, pools of mortgage loans.

     We will generally acquire the mortgage assets that are to back each series
of offered certificates from the sponsor(s) for the subject securitization
transaction or, if specified in the prospectus supplement, from one or more
other mortgage asset sellers, in each case in privately negotiated transactions.
We will thereupon transfer those mortgage assets to the related trust.

     After the issuance of a series of offered certificates, we may be required,
to the extent specified in the related Governing Document, to perform certain
actions on a continual basis, including but not limited to:

     o    to remove the trustee upon the occurrence of certain specified events,
          including certain events of bankruptcy or insolvency, failure to
          deliver certain required reports or imposition of a tax upon the trust
          fund, and thereupon appoint a successor trustee;

     o    to appoint a successor trustee in the event that the trustee resigns,
          is removed or becomes ineligible to continue serving in such capacity
          under the related Governing Document;

     o    to provide the trustee, the master servicer and the special servicer
          with any reports, certifications and information--other than with
          respect to the mortgage loans--that they may reasonably require to
          comply with the terms of the related Governing Document; and


                                      -92-



     o    to provide to the related tax administrator in respect of the related
          trust such information as it may reasonably require to perform its
          reporting and other tax compliance obligations under the related
          Governing Document.

     Generally, it is expected that the functions and/or duties set out under
this "The Depositor" section will be performed by our agents or affiliates.

                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on your offered certificates will depend on--

     o    the price you paid for your offered certificates,

     o    the pass-through rate on your offered certificates, and

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

     The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

     A class of interest-bearing offered certificates may have a fixed, variable
or adjustable pass-through rate. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, if the pass-through rate is variable or adjustable, the method
of determining the pass-through rate.

PAYMENT DELAYS

     There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

     The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following:

     o    the amortization schedules of the mortgage loans, which may change
          from time to time to reflect, among other things, changes in mortgage
          interest rates or partial prepayments of principal;


                                      -93-



     o    the dates on which any balloon payments are due; and

     o    the rate of principal prepayments on the mortgage loans, including
          voluntary prepayments by borrowers and involuntary prepayments
          resulting from liquidations, casualties or purchases of mortgage
          loans.

     Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of factors,
we cannot give you any assurance as to that rate.

     The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

     o    whether you purchased your offered certificates at a discount or
          premium and, if so, the extent of that discount or premium, and

     o    when, and to what degree, payments of principal on the underlying
          mortgage loans are applied or otherwise result in the reduction of the
          principal balance or notional amount of your offered certificates.

     If you purchase your offered certificates at a discount, then you should
consider the risk that a slower than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase your offered certificates at
a premium, then you should consider the risk that a faster than anticipated rate
of principal payments on the underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

     If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, then you should consider
that your yield will be extremely sensitive to prepayments on the underlying
mortgage loans and, under some prepayment scenarios, may be negative.

     If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust, or

     o    equal the total principal balance, or a designated portion of the
          total principal balance, of one or more of the other classes of
          certificates of the same series.

Accordingly, the yield on that class of certificates will be inversely related
to, as applicable, the rate at which--

     o    payments and other collections of principal are received on the
          mortgage assets referred to in the first bullet point of the prior
          sentence, and/or

     o    payments are made in reduction of the total principal balance of the
          class or classes of certificates, or the designated portion of that
          total principal balance, referred to in the second bullet point of the
          prior sentence.

     The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:

     o    the availability of mortgage credit;


                                      -94-



     o    the relative economic vitality of the area in which the related real
          properties are located;

     o    the quality of management of the related real properties;

     o    the servicing of the mortgage loans;

     o    possible changes in tax laws; and

     o    other opportunities for investment.

     In general, those factors that increase--

     o    the attractiveness of selling or refinancing a commercial or
          multifamily property, or

     o    the likelihood of default under a commercial or multifamily mortgage
          loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

     The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

     o    prepayment lock-out periods, and

     o    requirements that voluntary principal prepayments be accompanied by
          prepayment premiums, fees or charges.

If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. As prevailing market interest rates decline, a borrower may
have an increased incentive to refinance its mortgage loan. Even in the case of
adjustable rate mortgage loans, as prevailing market interest rates decline, the
related borrowers may have an increased incentive to refinance for the following
purposes:

     o    to convert to a fixed rate loan and thereby lock in that rate, or

     o    to take advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

     o    realize its equity in the property,

     o    meet cash flow needs or

     o    make other investments.


                                      -95-



     Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

     We make no representation as to--

     o    the particular factors that will affect the prepayment of the mortgage
          loans underlying any series of offered certificates,

     o    the relative importance of those factors,

     o    the percentage of the principal balance of those mortgage loans that
          will be paid as of any date, or

     o    the overall rate of prepayment on those mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, weighted average life refers to the average amount of time that will
elapse from the date of issuance of an instrument until each dollar allocable as
principal of that instrument is repaid to the investor.

     The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

     o    scheduled amortization, or

     o    prepayments, including--

          1.   voluntary prepayments by borrowers, and

          2.   involuntary prepayments resulting from liquidations, casualties
               or condemnations and purchases of mortgage loans out of the
               related trust.

     In the prospectus supplement for a series of offered certificates, we will
specify the projected weighted average life of each class of those offered
certificates with principal balances, based on the assumptions stated in that
prospectus supplement, including assumptions regarding prepayments on the
underlying mortgage loans. Those weighted average lives and assumptions are not
intended to predict, or to provide information that will enable you to predict,
the actual weighted average lives of your offered certificates.

PREPAYMENT MODELS

     Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those loans. SPA represents an assumed
variable rate of prepayment each month, expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal balance of those loans in the first
month of the life of the loans and an additional 0.2% per annum in each month


                                      -96-



thereafter until the 30th month. Beginning in the 30th month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
underlying a series of offered certificates may require that balloon payments be
made at maturity. The ability of a borrower to make a balloon payment typically
will depend upon its ability either--

     o    to refinance the loan, or

     o    to sell the related real property.

     If a borrower is unable to refinance or sell the related real property,
there is a possibility that the borrower may default on the mortgage loan or
that the maturity of the mortgage loan may be extended in connection with a
workout. If a borrower defaults, recovery of proceeds may be delayed by--

     o    the bankruptcy of the borrower, or

     o    adverse economic conditions in the market where the related real
          property is located.

     In order to minimize losses on defaulted mortgage loans, the related master
servicer or special servicer may be authorized within prescribed limits to
modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

     Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that:

     o    limits the amount by which its scheduled payment may adjust in
          response to a change in its mortgage interest rate;

     o    provides that its scheduled payment will adjust less frequently than
          its mortgage interest rate; or

     o    provides for constant scheduled payments regardless of adjustments to
          its mortgage interest rate.

     Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.


                                      -97-



     The portion of any mortgage loan negative amortization allocated to a class
of offered certificates may result in a deferral of some or all of the interest
payable on those certificates. Deferred interest may be added to the total
principal balance of a class of offered certificates. In addition, an adjustable
rate mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize, if at all, at a slower rate
than if interest rates were declining or were remaining constant. This slower
rate of mortgage loan amortization would be reflected in a slower rate of
amortization for one or more classes of certificates of the related series.
Accordingly, there may be an increase in the weighted average lives of those
classes of certificates to which any mortgage loan negative amortization would
be allocated or that would bear the effects of a slower rate of amortization of
the underlying mortgage loans.

     The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.

     During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.

     Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

     o    the number of foreclosures with respect to the underlying mortgage
          loans; and

     o    the principal amount of the foreclosed mortgage loans in relation to
          the principal amount of those mortgage loans that are repaid in
          accordance with their terms.

     Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

     Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following:

     o    a reduction in the entitlements to interest and/or the total principal
          balances of one or more classes of certificates; and/or

     o    the establishment of a priority of payments among classes of
          certificates.


                                      -98-



     If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.

     Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.

                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

     The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, one or
more master servicers and one or more special servicers. However, if the related
trust assets include mortgage-backed securities, the Governing Document may
include a manager as a party, but may not include a master servicer, special
servicer or other servicer as a party. We will identify in the related
prospectus supplement the parties to the Governing Document for the subject
series of offered certificates.

     If we so specify in the related prospectus supplement, the originator of
the mortgage assets or a party from whom we acquire mortgage assets or one of
their respective affiliates may perform the functions of master servicer,
special servicer, primary servicer, sub-servicer or manager for the trust to
which we transfer those assets. The same person or entity may act as both master
servicer and special servicer for one of our trusts.

     Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,
except in limited circumstances, including with respect to required consents to
amendments to the Governing Document for a series of offered certificates,
certificates that are held by the related master servicer, special servicer or
manager will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued thereunder
and the nature of the related trust assets. The following summaries describe
select provisions that may appear in the Governing Document for each series of
offered certificates. The prospectus supplement for each series of offered
certificates will provide material additional information regarding the
Governing Document for that series. The summaries in


                                      -99-



this prospectus do not purport to be complete, and you should refer to the
provisions of the Governing Document for your offered certificates and, further,
to the description of those provisions in the related prospectus supplement. We
will provide a copy of the Governing Document, exclusive of exhibits, that
relates to your offered certificates, without charge, upon written request
addressed to our principal executive offices specified under "The Depositor."

ASSIGNMENT OF MORTGAGE ASSETS

     At the time of initial issuance of any series of offered certificates, we
will acquire and assign, or cause to be directly assigned, to the designated
trustee those mortgage loans or mortgage-backed securities and any other assets
to be included in the related trust fund. We will specify in the related
prospectus supplement all material documents to be delivered, and all other
material actions to be taken, by us or any prior holder of the related
underlying mortgage loans or mortgage-backed securities in connection with that
assignment. We will also specify in the related prospectus supplement any
remedies available to the related certificateholders, or the related trustee on
their behalf, in the event that any of those material documents are not
delivered or any of those other material actions are not taken as required.
Concurrently with that assignment, the related trustee will deliver to us or our
designee the certificates of that series in exchange for the mortgage assets and
the other assets to be included in the related trust.

     Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That
schedule generally will include detailed information about each mortgage asset
transferred to the related trust, including:

     o    in the case of a mortgage loan--

          1.   the address of the related real property,

          2.   the mortgage interest rate and, if applicable, the applicable
               index, gross margin, adjustment date and any rate cap
               information,

          3.   the remaining term to maturity,

          4.   if the mortgage loan is a balloon loan, the remaining
               amortization term, and

          5.   the outstanding principal balance; and

     o    in the case of a mortgage-backed security--

          1.   the outstanding principal balance, and

          2.   the pass-through rate or coupon rate.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

     If and to the extent set forth in the prospectus supplement for any series
of offered certificates, we will, with respect to each mortgage asset in the
related trust, make or assign, or cause to be made or assigned, a limited set of
representations and warranties covering, by way of example:

     o    the accuracy of the information set forth for each mortgage asset on
          the schedule of mortgage assets appearing as an exhibit to the
          Governing Document for that series;


                                     -100-



     o    the warranting party's title to each mortgage asset and the authority
          of the warranting party to sell that mortgage asset; and

     o    in the case of a mortgage loan--

          1.   the enforceability of the related mortgage note and mortgage,

          2.   the existence of title insurance insuring the lien priority of
               the related mortgage, and

          3.   the payment status of the mortgage loan.

     We will identify the warranting party, and give a more detailed summary of
the representations and warranties made thereby, in the related prospectus
supplement. In most cases, the warranting party will be a prior holder of the
particular mortgage assets. We will also specify in the related prospectus
supplement any remedies against the warranting party available to the related
certificateholders, or the related trustee on their behalf, in the event of a
material breach of any of those representations and warranties.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

     The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

     In general, the related master servicer and special servicer, directly or
through primary servicers or sub-servicers, will be obligated to service and
administer for the benefit of the related certificateholders the mortgage loans
in any of our trusts. The master servicer and the special servicer will be
required to service and administer those mortgage loans in accordance with
applicable law and, further, in accordance with the terms of the related
Governing Document, the mortgage loans themselves and any instrument of credit
support included in that trust. Subject to the foregoing, the master servicer
and the special servicer will each have full power and authority to do any and
all things in connection with that servicing and administration that it may deem
necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow those
collection procedures as are consistent with the servicing standard set forth in
the related Governing Document. Consistent with the foregoing, the master
servicer and the special servicer will each be permitted, in its discretion, to
waive any default interest or late payment charge in connection with collecting
a late payment on any defaulted mortgage loan.

     The master servicer and/or the special servicer for one or our trusts,
directly or through primary servicers or sub-servicers, will also be required to
perform various other customary functions of a servicer of comparable loans,
including:

     o    maintaining escrow or impound accounts for the payment of taxes,
          insurance premiums, ground rents and similar items, or otherwise
          monitoring the timely payment of those items;

     o    ensuring that the related properties are properly insured;

     o    attempting to collect delinquent payments;

     o    supervising foreclosures;


                                     -101-



     o    negotiating modifications;

     o    responding to borrower requests for partial releases of the encumbered
          property, easements, consents to alteration or demolition and similar
          matters;

     o    protecting the interests of certificateholders with respect to senior
          lienholders;

     o    conducting inspections of the related real properties on a periodic or
          other basis;

     o    collecting and evaluating financial statements for the related real
          properties;

     o    managing or overseeing the management of real properties acquired on
          behalf of the trust through foreclosure, deed-in-lieu of foreclosure
          or otherwise; and

     o    maintaining servicing records relating to mortgage loans in the trust.

     We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of:

     o    mortgage loans that are delinquent with respect to a specified number
          of scheduled payments;

     o    mortgage loans as to which there is a material non-monetary default;

     o    mortgage loans as to which the related borrower has--

          1.   entered into or consented to bankruptcy, appointment of a
               receiver or conservator or similar insolvency proceeding, or

          2.   become the subject of a decree or order for such a proceeding
               which has remained in force undischarged or unstayed for a
               specified number of days; and

     o    real properties acquired as part of the trust with respect to
          defaulted mortgage loans.

     The related Governing Document may also provide that if, in the judgment of
the related master servicer or other specified party, a payment default or a
material non-monetary default is reasonably foreseeable, the related master
servicer may elect or be required to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.

     A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the
mortgage debt, or may reflect the diversion of that income from the servicing of
the mortgage debt. In addition, a borrower that is unable to make mortgage loan
payments may also be unable to make timely payment of taxes and otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any


                                     -102-



other actions as it deems necessary and appropriate. A significant period of
time may elapse before a special servicer is able to assess the success of any
corrective action or the need for additional initiatives. The time period within
which a special servicer can--

     o    make the initial determination of appropriate action,

     o    evaluate the success of corrective action,

     o    develop additional initiatives,

     o    institute foreclosure proceedings and actually foreclose, or

     o    accept a deed to a real property in lieu of foreclosure, on behalf of
          the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Bankruptcy Laws."

     A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

     o    performing property inspections and collecting, and

     o    evaluating financial statements.

     A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

     o    continuing to receive payments on the mortgage loan,

     o    making calculations with respect to the mortgage loan, and

     o    making remittances and preparing reports to the related trustee and/or
          certificateholders with respect to the mortgage loan.

     The duties of the master servicer and special servicer for your series will
be more fully described in the related prospectus supplement.

     If and to the extent set forth in the related prospectus supplement, the
master servicer for your series will be responsible for filing and settling
claims with respect to particular mortgage loans for your series under any
applicable instrument of credit support. See "Description of Credit Support" in
this prospectus.

SERVICING MORTGAGE LOANS THAT ARE PART OF A LOAN COMBINATION

     Certain of the mortgage loans that are included in our trusts will be part
of a loan combination as described under "The Trust Fund--Mortgage Loans--Loan
Combinations." With respect to certain of those mortgage loans, the entire loan
combination may be serviced under the applicable Governing Document for our


                                     -103-



trust, in which case the servicers under the Governing Document will have to
service the loan combination with regard to and considering the interests of the
holders of the non-trust mortgage loans included in the related loan
combination. With respect to other mortgage loans in our trusts that are part of
a loan combination, the entire loan combination may be serviced under a
servicing agreement for the securitization of a related non-trust loan in that
loan combination, in which case our servicers and the certificateholders of the
related series of certificates will have limited ability to control the
servicing of those mortgage loans. In any event, the related non-trust mortgage
loan noteholders may be permitted to exercise certain rights and direct certain
servicing actions with respect to the entire loan combination, including the
mortgage loan in our trust. See "RISK FACTORS--With Respect to Certain Mortgage
Loans Included in Our Trusts, the Mortgaged Property or Properties that Secure
the Subject Mortgage Loan in the Trust Also Secure One (1) or More Related
Mortgage Loans That Are Not in the Trust; The Interests of the Holders of Those
Non-Trust Mortgage Loans May Conflict with Your Interests."

PRIMARY SERVICERS AND SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers, primary servicers and
sub-servicers. In addition, an originator or a seller of a mortgage loan may act
as primary servicer or sub-servicer with respect to that mortgage loan after it
is included in one of our trusts. A primary servicer or sub-servicer with
respect to a particular mortgage loan will often have direct contact with the
related borrower and may effectively perform all of the related primary
servicing functions (other than special servicing functions), with related
collections and reports being forwarded by that primary servicer or sub-servicer
to the master servicer for aggregation of such items with the remaining mortgage
pool. However, unless we specify otherwise in the related prospectus supplement,
the master servicer or special servicer will remain obligated for performance of
the delegated duties under the related Governing Document. Each sub-servicing
agreement between a master servicer or special servicer, as applicable, and a
sub-servicer must provide for servicing of the applicable mortgage loans
consistent with the related Governing Document.

     Unless we specify otherwise in the related prospectus supplement, any
master servicer or special servicer for one of our trusts will be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the master
servicer's or special servicer's compensation under the related Governing
Document is sufficient to pay those fees. Each sub-servicer will be entitled to
reimbursement from the related trust, through the master servicer or special
servicer, as the case may be, that retained it, for expenditures that it makes,
generally to the same extent that such master servicer or special servicer, as
the case may be, would be reimbursed under the related Governing Document.

     We will identify in the related prospectus supplement any primary servicer
or sub-servicer that, at the time of initial issuance of the subject offered
certificates, is affiliated with us or with the issuing entity or any sponsor
for the subject securitization transaction or is expected to be a servicer of
mortgage loans representing 10% or more of the related mortgage asset pool, by
balance.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

     Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any
series of offered certificates, then--

     o    that mortgage-backed security will be registered in the name of the
          related trustee or its designee;

     o    the related trustee will receive payments on that mortgage-backed
          security; and

     o    subject to any conditions described in the related prospectus
          supplement, the related trustee or a designated manager will, on
          behalf and at the expense of the trust, exercise all rights and


                                     -104-



          remedies with respect to that mortgaged-backed security, including the
          prosecution of any legal action necessary in connection with any
          payment default.

ADVANCES

     If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

     o    delinquent payments of principal and/or interest, other than balloon
          payments,

     o    property protection expenses,

     o    other servicing expenses, or

     o    any other items specified in the related prospectus supplement.

     If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

     o    subsequent recoveries on the related mortgage loans, including amounts
          drawn under any fund or instrument constituting credit support, and

     o    any other specific sources identified in the related prospectus
          supplement.

     If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

     o    periodically from general collections on the mortgage assets in the
          related trust, prior to any payment to the related series of
          certificateholders, or

     o    at any other times and from any sources as we may describe in the
          related prospectus supplement.

     If any trust established by us includes mortgage-backed securities, we will
discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.


                                     -105-



MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

     Unless we specify otherwise in the related prospectus supplement, the
master servicer, special servicer or manager for any of our trusts may each
resign from its obligations in that capacity, upon--

     o    the appointment of, and the acceptance of that appointment by, a
          successor to the resigning party and receipt by the related trustee of
          written confirmation from each applicable rating agency that the
          resignation and appointment will not result in a withdrawal or
          downgrade of any rating assigned by that rating agency to any class of
          certificates of the related series, or

     o    a determination that those obligations are no longer permissible under
          applicable law or are in material conflict by reason of applicable law
          with any other activities carried on by the resigning party.

     In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning
master servicer, special servicer or manager, as the case may be. In some cases,
the appointment of a successor master servicer may require our consent, but if
we have not responded to a request for consent to a successor within the
requisite time period, that consent may be deemed to have been given. If the
duties of the master servicer or the special servicer are transferred to a
successor thereto, the master servicing fee and the special servicing fee and,
except as otherwise described in the related prospectus supplement, any workout
fee and/or any liquidation fee, as applicable, that accrues or otherwise becomes
payable under the Governing Document from and after the date of such transfer
will be payable to such successor. The Governing Document will require the
resigning master servicer or special servicer to pay all costs and expenses in
connection with its resignation and the resulting transfer of servicing.

     With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case, be
obligated to perform only those duties specifically required under the related
Governing Document.

     In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective members, managers,
directors, officers, employees or agents, be under any liability to that trust
or the related certificateholders for any action taken, or not taken, in good
faith under the related Governing Document or for errors in judgment. Neither we
nor any of those other parties to the related Governing Document will be
protected, however, against any liability that would otherwise be imposed by
reason of--

     o    willful misfeasance, bad faith or gross negligence in the performance
          of obligations or duties under the related Governing Document for any
          series of offered certificates, or

     o    reckless disregard of those obligations and duties.

     Furthermore, the Governing Document for each series of offered certificates
will entitle us, the master servicer, special servicer and/or manager for the
related trust, and our and their respective members, managers, directors,
officers, employees and agents, to indemnification out of the related trust
assets for any loss, liability or expense incurred in connection with any legal
action or claim that relates to that Governing Document or series of offered
certificates or to the related trust. The indemnification will not extend,
however, to any such loss, liability or expense:

     o    specifically required to be borne by the relevant party, without right
          of reimbursement, under the terms of that Governing Document;


                                     -106-



     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any breach of a representation or
          warranty made in that Governing Document; or

     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any willful misfeasance, bad faith or
          gross negligence in the performance of obligations or duties under
          that Governing Document or reckless disregard of those obligations and
          duties.

     Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless:

     o    the action is related to the respective responsibilities of that party
          under the Governing Document for the affected series of offered
          certificates; and

     o    either--

          1.   that party is specifically required to bear the expense of the
               action, or

          2.   the action will not, in its opinion, involve that party in any
               ultimate expense or liability for which it would not be
               reimbursed under the Governing Document for the affected series
               of offered certificates.

     However, we and each of those other parties may undertake any legal action
that may be necessary or desirable with respect to the enforcement or protection
of the rights and duties of the parties to the Governing Document for any series
of offered certificates and the interests of the certificateholders of that
series under that Governing Document. In that event, the legal expenses and
costs of the action, and any liability resulting from the action, will be
expenses, costs and liabilities of the related trust and payable out of related
trust assets.

     With limited exception, any person or entity--

     o    into which we or any related master servicer, special servicer or
          manager may be merged or consolidated, or

     o    resulting from any merger or consolidation to which we or any related
          master servicer, special servicer or manager is a party, or

     o    succeeding to all or substantially all of our business or the business
          of any related master servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.

     The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

     We will identify in the related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity. In general, the Governing Document for each series of offered
certificates


                                     -107-



will provide that if the defaulting party is terminated as a result of any such
event of default, and if a non-defaulting party to that Governing Document
incurs any costs or expenses in connection with the termination of the
defaulting party and the transfer of the defaulting party's duties under that
Governing Document, then those costs and expenses of such non-defaulting party
must be borne by the defaulting party, and if not paid by the defaulting party
within a specified period after its termination, such non-defaulting party will
be entitled to indemnification for those costs and expenses from the related
trust fund, although the defaulting party will not thereby be relieved of its
liability for those costs and expenses.

AMENDMENT

     The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons:

     1.   to cure any ambiguity;

     2.   to correct, modify or supplement any provision in the Governing
          Document which may be inconsistent with any other provision in that
          document or with the description of that document set forth in this
          prospectus or the related prospectus supplement;

     3.   to add any other provisions with respect to matters or questions
          arising under the Governing Document that are not inconsistent with
          the existing provisions of that document;

     4.   to the extent applicable, to relax or eliminate any requirement under
          the Governing Document imposed by the provisions of the Internal
          Revenue Code relating to REMICs or grantor trusts if the provisions of
          the Internal Revenue Code are amended or clarified so as to allow for
          the relaxation or elimination of that requirement;

     5.   to relax or eliminate any requirement under the Governing Document
          imposed by the Securities Act, or the rules under that Act if that Act
          or those rules are amended or clarified so as to allow for the
          relaxation or elimination of that requirement;

     6.   to comply with any requirements imposed by the Internal Revenue Code
          or any final, temporary or, in some cases, proposed regulation,
          revenue ruling, revenue procedure or other written official
          announcement or interpretation relating to federal income tax laws, or
          to avoid a prohibited transaction or reduce the incidence of any tax
          that would arise from any actions taken with respect to the operation
          of any REMIC or grantor trust created under the Governing Document;

     7.   to the extent applicable, to modify, add to or eliminate the transfer
          restrictions relating to the certificates which are residual interests
          in a REMIC;

     8.   to further clarify or amend any provision of the Governing Document to
          reflect the new agreement between the parties regarding SEC reporting
          and filing obligations and related matters; or

     9.   to otherwise modify or delete existing provisions of the Governing
          Document.

     However, no amendment of the Governing Document for any series of offered
certificates that is covered solely by clauses 3. or 8. above, may adversely
affect in any material respect the interests of any holders of offered or
non-offered certificates of that series. In addition, if the related trust is
intended to be a "qualifying special purpose entity" under FASB 140, then no
such amendment may significantly change the activities of the related trust.


                                     -108-



     In general, the Governing Document for a series of offered certificates may
also be amended by the parties to that document, with the consent of the holders
of offered and non-offered certificates representing, in total, not less than 66
2/3%, or any other percentage specified in the related prospectus supplement, of
all the voting rights allocated to the certificateholders of that series.
However, the Governing Document for a series of offered certificates may not be
amended to--

     o    reduce in any manner the amount of, or delay the timing of, payments
          received on the related underlying mortgage loans or mortgage-backed
          securities that are required to be distributed on any offered or
          non-offered certificate of that series without the consent of the
          holder of that certificate; or

     o    adversely affect in any material respect the interests of the holders
          of any class of offered or non-offered certificates of that series in
          any other manner without the consent of the holders of all
          certificates of that class; or

     o    modify the provisions of the Governing Document relating to amendments
          of that document without the consent of the holders of all offered and
          non-offered certificates of that series then outstanding; or

     o    modify the specified percentage of voting rights which is required to
          be held by certificateholders to consent, approve or object to any
          particular action under the Governing Document without the consent of
          the holders of all offered and non-offered certificates of that series
          then outstanding; or

     o    if the related trust is intended to be a "qualifying special purpose
          entity" under FASB 140, significantly change the activities of the
          related trust without the consent of the holders of offered and
          non-offered certificates of that series representing, in total, not
          less than a majority of the voting rights for that series, without
          regard to any of those certificates held by us or any of our
          affiliates or agents.

Notwithstanding the foregoing, the Governing Document for any series of offered
certificates may provide that we need not be a party to any amendment to that
Governing Document, but rather may provide that any such amendment may not
adversely affect our rights and/or interests without our consent.

LIST OF CERTIFICATEHOLDERS

     Upon written request of three or more certificateholders of record of any
series made for purposes of communicating with other holders of certificates of
the same series with respect to their rights under the related Governing
Document, the related trustee or other certificate registrar of that series will
afford the requesting certificateholders access during normal business hours to
the most recent list of certificateholders of that series. However, the trustee
may first require a copy of the communication that the requesting
certificateholders propose to send.

THE TRUSTEE

     The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with the us and our
affiliates and with any of the other parties to the related Governing Document
and its affiliates.


                                     -109-



DUTIES OF THE TRUSTEE

     The trustee for each series of offered certificates will not--

     o    make any representation as to the validity or sufficiency of those
          certificates, the related Governing Document or any underlying
          mortgage asset or related document, or

     o    be accountable for the use or application by or on behalf of any other
          party to the related Governing Document of any funds paid to that
          party with respect to those certificates or the underlying mortgage
          assets.

     If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

     The trustee for each series of offered certificates and each of its
directors, officers, employees, affiliates, agents and "control persons" within
the meaning of the Securities Act will be entitled to indemnification, out of
related trust assets, for any loss, liability or expense incurred by that
trustee or any of those other persons in connection with that trustee's
acceptance or administration of its trusts under the related Governing Document.
However, the indemnification of a trustee or any of its directors, officers,
employees, affiliates, agents and "control persons" will not extend to any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence on the part of the trustee in the performance of its
obligations and duties under the related Governing Document.

     No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized by the related Governing Document.

     No trustee for any series of offered certificates will be under any
obligation to exercise any of the trusts or powers vested in it by the related
Governing Document or to institute, conduct or defend any litigation under or in
relation to that Governing Document at the request, order or direction of any of
the certificateholders of that series, unless those certificateholders have
offered the trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred as a result.

     No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing Document, or in the
exercise of any of its rights or powers, if it has reasonable grounds for
believing that repayment of those funds or adequate indemnity against that risk
or liability is not reasonably assured to it.

     The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, either directly or by or through agents or
attorneys. The trustee will not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed by it with due
care.


                                     -110-



     The protections, immunities and indemnities afforded to the trustee for one
of our trusts will also be available to it in its capacity as authenticating
agent, certificate registrar, tax administrator and custodian for that trust.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee for any series of offered certificates may resign at any time
by giving written notice thereof to us, the master servicer, the special
servicer and all certificateholders. Upon receiving such notice, we will be
obligated to appoint a successor to a resigning trustee. If no successor trustee
has been appointed and has accepted appointment within 30 days after the giving
of such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

     In general, if--

     o    at any time the trustee ceases to be eligible in accordance with the
          provisions of the Governing Document and fails to resign after we make
          a written request for the trustee to resign, or

     o    if at any time the trustee becomes incapable of acting, or is adjudged
          bankrupt or insolvent, or a receiver of the trustee or of its property
          is appointed, or any public officer takes charge or control of the
          trustee or of its property or affairs for the purpose of
          rehabilitation, conservation or liquidation, or

     o    if the trustee fails (other than by reason of the failure of either
          the master servicer or the special servicer to timely perform its
          obligations or as a result of other circumstances beyond the trustee's
          reasonable control) to timely deliver or otherwise make available in
          accordance with the Governing Document certain reports or statements
          required under the Governing Document and such failure continues
          unremedied for a period set forth in the Governing Document after
          receipt of written notice by the trustee of such failure, or

     o    if a tax is imposed or threatened with respect to the trust fund by
          any state in which the trustee is located or in which it holds any
          portion of the trust fund,

then we may remove the trustee and appoint a successor trustee acceptable to us
and the master servicer by written instrument, in duplicate, which instrument
must be delivered to the trustee so removed and to the successor trustee.

     In addition, unless we indicate otherwise in the related prospectus
supplement, the holders of the offered and non-offered certificates of a subject
series of certificates evidencing not less than 51%--or any other percentage
specified in the related prospectus supplement--of the voting rights for that
series may at any time remove the trustee and appoint a successor trustee by
written instrument(s), signed by such holders or their attorneys-in-fact,
delivered to the master servicer, the trustee so removed and the successor
trustee so appointed.

     In the event that the trustee is terminated or removed, all of its rights
and obligations under the Governing Document and in and to the trust assets will
be terminated, other than any rights or obligations that accrued prior to the
date of such termination or removal, including the right to receive all fees,
expenses, advances, interest on advances and other amounts accrued or owing to
it under the Governing Document with respect to periods prior to the date of
such termination or removal, and no termination without cause will be effective
until the payment of those amounts to the trustee. Any resignation or removal of
the trustee and appointment of a successor trustee will not become effective
until acceptance of appointment by the successor trustee. The Governing Document
will generally provide that the predecessor trustee is required to deliver to
the successor trustee--at the expense of


                                     -111-



the certificateholders that effected the removal if the trustee has been removed
without cause, otherwise, if the trustee has been removed with cause or not at
the request of certificateholders, or if such expenses are not paid by such
certificateholders within a specified period, at the expense of the trust--all
documents related to the mortgage assets held by it or its agent and statements
held by it under the Governing Document.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interests in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

     A series of certificates consists of all those certificates that--

     o    have the same series designation;

     o    were issued under the same Governing Document; and

     o    represent beneficial ownership interests in the same trust.

     A class of certificates consists of all those certificates of a particular
series that--

     o    have the same class designation; and

     o    have the same payment terms.

     The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive:

     o    a stated principal amount, which will be represented by its principal
          balance, if any;

     o    interest on a principal balance or notional amount, at a fixed,
          floating, adjustable or variable pass-through rate, which pass-through
          rate may change as of a specified date or upon the occurrence of
          specified events or for any other reason from one accrual or payment
          period to another, as described in the related prospectus supplement;

     o    specified, fixed or variable portions of the interest, principal or
          other amounts received on the related underlying mortgage loans or
          mortgage-backed securities;

     o    payments of principal, with disproportionate, nominal or no payments
          of interest;

     o    payments of interest, with disproportionate, nominal or no payments of
          principal;

     o    payments of interest on a deferred or partially deferred basis, which
          deferred interest may be added to the principal balance, if any, of
          the subject class of offered certificates or which deferred interest
          may or may not accrue interest, all as set forth in the related
          prospectus supplement;


                                     -112-



     o    payments of interest or principal that commence only as of a specified
          date or only after the occurrence of specified events, such as the
          payment in full of the interest and principal outstanding on one or
          more other classes of certificates of the same series;

     o    payments of interest or principal that are, in whole or in part,
          calculated based on or payable specifically or primarily from payments
          or other collections on particular related underlying mortgage loans
          or mortgage-backed securities;

     o    payments of principal to be made, from time to time or for designated
          periods, at a rate that is--

          1.   faster and, in some cases, substantially faster, or

          2.   slower and, in some cases, substantially slower, than the rate at
               which payments or other collections of principal are received on
               the related underlying mortgage loans or mortgage-backed
               securities;

     o    payments of principal to be made, subject to available funds, based on
          a specified principal payment schedule or other methodology;

     o    payments of principal that may be accelerated or slowed in response to
          a change in the rate of principal payments on the related underlying
          mortgage loans or mortgage-backed securities in order to protect the
          subject class of offered certificates or, alternatively, to protect
          one or more other classes of certificates of the same series from
          prepayment and/or extension risk;

     o    payments of principal out of amounts other than payments or other
          collections of principal on the related underlying mortgage loans or
          mortgage-backed securities such as excess spread on the related
          underlying mortgage loans or mortgage-backed securities or amounts
          otherwise payable as interest with respect to another class of
          certificates of the same series, which other class of certificates
          provides for the deferral of interest payments thereon;

     o    payments of residual amounts remaining after required payments have
          been made with respect to other classes of certificates of the same
          series; or

     o    payments of all or part of the prepayment or repayment premiums, fees
          and charges, equity participations payments or other similar items
          received on the related underlying mortgage loans or mortgage-backed
          securities.

     Any class of offered certificates may be senior or subordinate to or pari
passu with one or more other classes of certificates of the same series,
including a non-offered class of certificates of that series, for purposes of
some or all payments and/or allocations of losses or other shortfalls.

     A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, floating, adjustable or variable rate. That class of offered
certificates may also accrue interest on a total notional amount at a different
fixed, floating, adjustable or variable rate. In addition, a class of offered
certificates may accrue interest on one portion of its total principal balance
or notional amount at one fixed, floating, adjustable or variable rate and on
another portion of its total principal balance or notional amount at a different
fixed, floating, adjustable or variable rate. Furthermore, a class of offered
certificates may be senior to another class of certificates of the same series
in some respects, such as receiving payments out of payments and other
collections on particular related underlying


                                     -113-



mortgage loans or mortgage-backed securities, but subordinate in other respects,
such as receiving payments out of the payments and other collections on
different related underlying mortgage loans or mortgage-backed securities.

     Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form and evidenced by
physical certificates or may be issued in book-entry form through the facilities
of The Depository Trust Company. Offered certificates held in fully registered,
definitive form may be transferred or exchanged, subject to any restrictions on
transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, except for any tax or other governmental charge payable in
connection with the transfer or exchange. Interests in offered certificates held
in book-entry form will be transferred on the book-entry records of DTC and its
participating organizations. If we so specify in the related prospectus
supplement, we will arrange for clearance and settlement through Clearstream
Banking, societe anonyme or the Euroclear System, for so long as they are
participants in DTC.

PAYMENTS ON THE CERTIFICATES

     General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. Payments and other collections on or with respect to the related
underlying mortgage loans or mortgage-backed securities will be the primary
source of funds payable on a series of offered certificates. In the prospectus
supplement for each series of offered certificates, we will identify:

     o    the frequency of distributions and the periodic distribution date for
          that series,

     o    the relevant collection period for payments and other collections on
          or with respect to the related underlying mortgage loans or
          mortgage-backed securities that are payable on that series on any
          particular distribution date; and

     o    the record date as of which certificateholders entitled to payments on
          any particular distribution date will be established.

     All payments with respect to a class of offered certificates on any
distribution date will be allocated pro rata among the outstanding certificates
of that class in proportion to the respective principal balances, notional
amounts or percentage interests, as the case may be, of those certificates.
Payments on an offered certificate will be made to the holder entitled thereto
either--

     o    by wire transfer of immediately available funds to the account of that
          holder at a bank or similar entity, provided that the holder has
          furnished the party making the payments with wiring instructions no
          later than the applicable record date, or in most cases, a specified
          number of days, generally no more than five, prior to that date, and
          has satisfied any other conditions specified in the related prospectus
          supplement, or

     o    by check mailed to the address of that holder as it appears in the
          certificate register, in all other cases.

     In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified to
the holder in notice of final payment.


                                     -114-



     In connection with the offering and issuance of each series of offered
certificates, we will include the following information in the related
prospectus supplement:

     o    the flow of funds for the transaction, including the payment
          allocations, rights and distribution priorities among all classes of
          the subject offered certificates, and within each class of those
          offered certificates, with respect to cash flows;

     o    any specified changes to the transaction structure that would be
          triggered upon a default or event of default on the related trust
          assets, such as a change in distribution priority among classes;

     o    any credit enhancement, guaranteed investment contracts, interest rate
          exchange agreements, interest rate floor or cap agreements and/or
          currency exchange agreements, that are designed to enhance credit,
          facilitate the timely payment of monies due on the mortgage assets or
          owing to certificateholders, adjust the rate of return on those
          offered certificates, or preserve monies that will or might be
          distributed to certificateholders;

     o    how cash held pending distribution or other uses is held and invested,
          the length of time cash will be held pending distributions to
          certificateholders, the identity of the party or parties with access
          to cash balances and the authority to invest cash balances, the
          identity of the party or parties making decisions regarding the
          deposit, transfer or disbursement of mortgage asset cash flows and
          whether there will be any independent verification of the transaction
          accounts or account activity; and

     o    an itemized list (in tabular format) of fees and expenses to be paid
          or payable out of the cash flows from the related underlying mortgage
          loans or mortgage-backed securities.

     In the flow of funds discussion in any prospectus supplement, we will
provide information regarding any directing of cash flows from the trust assets
- such as to reserve accounts, cash collateral accounts or expenses - and the
purpose and operation of those requirements.

     Payments of Interest. In the case of a class of interest-bearing offered
certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.
However, in some cases, the interest payable with respect to a class of
interest-bearing offered certificates will equal a specified percentage or other
specified portion, calculated as described in the related prospectus supplement,
of the interest accrued or payable, as applicable, on some or all of the related
underlying mortgage loans or mortgage-backed securities or on a particular
related underlying mortgage loan or mortgage-backed security.

     The pass-through rate for a class of interest-bearing offered certificates
may be fixed, floating, adjustable or variable. For example, the pass-through
rate for a class of interest-bearing offered certificates may be:

     o    a specified fixed rate;

     o    a rate based on the interest rate for a particular related mortgage
          asset;

     o    a rate based on a weighted average of the interest rates for some or
          all of the related underlying mortgage loans or mortgage-backed
          securities, except that for purposes of calculating that weighted
          average rate any or all of the underlying rates may first be subject
          to a cap or floor or be increased or decreased by a specified spread
          or percentage or a spread or percentage calculated based on a
          specified formula, with any such underlying rate adjustments permitted
          to vary from


                                     -115-



          mortgage asset to mortgage asset or, in the case of any particular
          mortgage asset, from one accrual or payment period to another;

     o    a rate that resets periodically based upon, and that varies either
          directly or indirectly with, the value from time to time of a
          designated objective index, such as the London interbank offered rate,
          a particular prime lending rate, a particular Treasury rate, the
          average cost of funds of one or more financial institutions or another
          similar index rate, as determined from time to time as set forth in
          the related prospectus supplement;

     o    a rate that is equal to the product of (a) a rate described in any of
          the foregoing bullets in this sentence, multiplied by (b) a specified
          percentage or a percentage calculated based on a specified formula,
          which specified percentage or specified formula may vary from one
          accrual or payment period to another;

     o    a rate that is equal to (a) a rate described in any of the foregoing
          bullets in this sentence, increased or decreased by (b) a specified
          spread or a spread calculated based on a specified formula, which
          specified spread or specified formula may vary from one accrual or
          payment period to another;

     o    a floating, adjustable or otherwise variable rate that is described in
          any of the foregoing bullets in this sentence, except that it is
          limited by (a) a cap or ceiling that establishes either a maximum rate
          or a maximum number of basis points by which the rate may increase
          from one accrual or payment period to another or over the life of the
          subject offered certificates or (b) a floor that establishes either a
          minimum rate or a maximum number of basis points by which the rate may
          decrease from one accrual or payment period to another or over the
          life of the subject offered certificates;

     o    a rate that is described in any of the foregoing bullets in this
          sentence, except that it is subject to a limit on the amount of
          interest to be paid on the subject offered certificates in any accrual
          or payment period that is based on the total amount available for
          distribution;

     o    the highest, lowest or average of any two or more of the rates
          described in the foregoing bullets in this sentence, or the
          differential between any two of the rates described in the foregoing
          bullets in this sentence; or

     o    a rate that is based on (a) one fixed rate during one or more accrual
          or payment periods and a different fixed rate or rates, or any other
          rate or rates described in any of the foregoing bullets in this
          sentence, during other accrual or payment periods or (b) a floating,
          adjustable or otherwise variable rate described in any of the
          foregoing bullets in this sentence, during one or more accrual or
          payment periods and a fixed rate or rates, or a different floating,
          adjustable or otherwise variable rate or rates described in any of the
          foregoing bullets in this sentence during other accrual or payment
          periods.

     We will specify in the related prospectus supplement the pass-through rate
for each class of interest-bearing offered certificates or, in the case of a
floating, adjustable or variable pass-through rate, the method for determining
that pass-through rate and how frequently it will be determined. If the rate to
be paid with respect to any class of offered certificates can be a combination
of two or more rates, we will provide information in the related prospectus
supplement regarding each of those rates and when it applies.


                                     -116-



     Interest may accrue with respect to any offered certificate on the basis
of:

     o    a 360-day year consisting of 12 30-day months,

     o    the actual number of days elapsed during each relevant period in a
          year assumed to consist of 360 days,

     o    the actual number of days elapsed during each relevant period in a
          normal calendar year, or

     o    any other method identified in the related prospectus supplement.

     We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

     Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each distribution date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular distribution date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

     If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:

     o    based on the principal balances of some or all of the related
          underlying mortgage loans or mortgage-backed securities; or

     o    equal to the total principal balances of one or more other classes of
          certificates of the same series.

     Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

     We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including shortfalls in interest
collections due to prepayments, delinquencies, losses and deferred interest on
the related underlying mortgage loans or mortgage-backed securities.

     Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that certificate will
be entitled to receive as principal out of the future cash flow on the related
underlying mortgage loans or mortgage-backed securities and the other related
trust assets (which will be of the type described under "THE TRUST FUND").

     The total outstanding principal balance of any class of offered
certificates will be reduced by--

     o    payments of principal actually made to the holders of that class, and


                                     -117-



     o    if and to the extent that we so specify in the related prospectus
          supplement, losses of principal on the related underlying mortgage
          loans or mortgage-backed securities that are allocated to or are
          required to be borne by that class.

     A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular distribution date or under
the circumstances described in the related prospectus supplement. If so, the
total outstanding principal balance of that class may be increased by the amount
of any interest accrued, but not currently payable, on that class.

     We will describe in the related prospectus supplement any other adjustments
to the total outstanding principal balance of a class of offered certificates.

     We will specify the expected initial total principal balance of each class
of offered certificates in the related prospectus supplement. Unless we so state
in the related prospectus supplement, the initial total principal balance of a
series of certificates will not be greater than the total outstanding principal
balance of the related underlying mortgage loans or mortgage-backed securities
transferred by us to the related trust. We will specify in the related
prospectus supplement, if applicable the extent, expressed as a percentage,
initial total principal balance of a series of certificates is greater than or
less than the total outstanding principal balance of the related underlying
mortgage loans or mortgage-backed securities that we transfer to the trust

     The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances of principal received or made with respect to the
mortgage assets. Payments of principal on a series of offered certificates may
also be made from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each distribution date
including any principal distribution schedules and formulas for calculating
principal distributions from cash flows on the trust assets. Payment priorities
among, principal distribution schedules for and formulas for calculating
principal, distributions from cash flows on the related trust assets with
respect to various classes of certificates of any particular series may be
affected by and/or subject to change based upon defaults and/or losses with
respect to the related trust assets or one or more particular trust assets
and/or liquidation, amortization, performance or similar riggers or events with
respect to the related trust assets or one or more particular trust assets. We
will identify in the related prospectus supplement the rights of
certificateholders and changes to the transaction structure or flow of funds if
the events or triggers described in the preceding sentence occur.

     The offered certificates will not have maturity dates in a traditional
sense, and it will not be an event of default if a class of offered certificates
is not paid in full by a specified date. However, if the offered certificates of
any particular class or series are not paid in full by a specified date, then,
as and to the extent described in the


                                     -118-



related prospectus supplement, the applicable Governing Document may provide for
a liquidation of a sufficient amount of related underlying mortgage loans or
mortgage-backed securities to retire that class or series.

ALLOCATION OF LOSSES AND SHORTFALLS

     If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various classes of certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related prospectus supplement. As described in the related prospectus
supplement, the allocations may be effected as follows:

     o    by reducing the entitlements to interest and/or the total principal
          balances of one or more of those classes; and/or

     o    by establishing a priority of payments among those classes.

     See "DESCRIPTION OF CREDIT SUPPORT."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; REPORTS FILED WITH THE SEC

     All documents filed for the trust relating to a series of offered
certificates after the date of this prospectus and before the end of the related
offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, are incorporated by reference in this prospectus and are a part of
this prospectus from the date of their filing. Any statement contained in a
document incorporated by reference in this prospectus is modified or superseded
for all purposes of this prospectus to the extent that a statement contained in
this prospectus--or in the related prospectus supplement--or in any other
subsequently filed document that also is incorporated by reference differs from
that statement. Any statement so modified or superseded shall not, except as so
modified or superseded, constitute a part of this prospectus.

     We or another transaction party on behalf of the trust for a series of
offered certificates will file the reports required under the Securities Act and
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. These reports
include but are not limited to:

     o    Reports on Form 8-K (Current Report), following the issuance of the
          series of certificates of the related trust fund, including as
          Exhibits to the Form 8-K, various agreements or other documents
          specified in the related prospectus supplement, if applicable;

     o    Reports on Form 8-K (Current Report), following the occurrence of
          events specified in Form 8-K requiring disclosure, which are required
          to be filed within the time-frame specified in Form 8-K related to the
          type of event;

     o    Reports on Form 10-D (Asset-Backed Issuer Distribution Report),
          containing the distribution and pool performance information required
          on Form 10-D, which are required to be filed 15 days following each
          related distribution date; and

     o    Report on Form 10-K (Annual Report), containing the items specified in
          Form 10-K with respect to a fiscal year and filing or furnishing, as
          appropriate, the required exhibits and the certification delivered
          pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.


                                     -119-



     We do not intend, and no other transaction party will be required, to file
with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act with respect to any of our trusts following completion of the
reporting period required by Rule 15d-1 or Regulation 15D under the Securities
Exchange Act of 1934. Unless specifically stated in the report, the reports and
any information included in the report will neither be examined nor reported on
by an independent public accountant. Each of our trusts will have a separate
file number assigned by the SEC, which unless otherwise specified in the related
prospectus supplement is not available until filing of the final prospectus
supplement related to the series. Reports filed with the SEC with respect to one
of our trusts after the final prospectus supplement is filed will be available
under trust's specific number, which will be a series number assigned to the
file number for our registration statement as shown under "AVAILABLE
INFORMATION."

     We anticipate that, with respect to each of our trusts, the annual reports
on Form 10-K, the distribution reports on Form 10-D, the current reports on Form
8-K and amendments to those reports filed or furnished pursuant to section 13(a)
or 15(d) of the Exchange Act will be made available on the website of the
related trustee or the website of such other transaction party as may be
identified in the prospectus supplement for the related series of offered
certificates, as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC. If this is the case, we
will identify in the applicable prospectus supplement the address of that
website. If the foregoing reports will not be made available in this manner,
then we will, in the related prospectus supplement, state whether an identified
transaction party voluntarily will provide electronic or paper copies of the
subject filings free of charge upon request.

     We will, or will cause another transaction party to, provide to each
person, including any beneficial owner, to whom a prospectus is delivered in
connection with any offered certificates, free of charge upon written or oral
request, a copy of any and all of the information that is incorporated by
reference in that prospectus but not delivered with that prospectus. We will, in
the related prospectus supplement, state the name, address and telephone number
to which the request for this information must be made.

REPORTS TO CERTIFICATEHOLDERS

     On or about each distribution date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

     o    the payments made on that distribution date with respect to the
          applicable class of offered certificates, and

     o    the recent performance of the mortgage assets.

     Within a reasonable period of time after the end of each calendar year, the
related master servicer, manager or trustee, as the case may be, will be
required to furnish to each person who at any time during the calendar year was
a holder of an offered certificate, upon request, a statement containing
information regarding the principal, interest and other amounts paid on the
applicable class of offered certificates, aggregated for--

     o    that calendar year, or

     o    the applicable portion of that calendar year during which the person
          was a certificateholder.

The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code.


                                     -120-



     If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any distribution date statement information regarding the mortgage loans that
back those securities will depend on comparable reports being received with
respect to them.

     Except as described in the related prospectus supplement, neither the
master servicer nor any other party to a Governing Document will be required to
provide certificateholders, or a trustee on their behalf, periodic evidence of
the absence of a default under, or of compliance with the terms of, that
Governing Document.

VOTING RIGHTS

     Voting rights will be allocated among the respective classes of offered and
non-offered certificates of each series in the manner described in the related
prospectus supplement. Certificateholders will generally not have a right to
vote, except--

     o    with respect to those amendments to the governing documents described
          under "DESCRIPTION OF THE GOVERNING DOCUMENTS--Amendment," or

     o    as otherwise specified in this prospectus or in the related prospectus
          supplement.

     As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION AND REDEMPTION

     The trust for each series of offered certificates will terminate and cease
to exist following:

     o    the final payment or other liquidation of the last mortgage asset in
          that trust; and

     o    the payment, or provision for payment (i) to the certificateholders of
          that series of all amounts required to be paid to them and (ii) to the
          trustee, the fiscal agent, the master servicer, the special servicer
          and the members, managers, officers, directors, employees and/or
          agents of each of them of all amounts which may have become due and
          owing to any of them under the Governing Document.

     Written notice of termination of a trust will be given to each affected
certificateholder prior to the date of termination. The final payment will be
made only upon presentation and surrender of the certificates of the related
series at the location to be specified in the notice of termination.

     If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement which parties may exercise that purchase
option, the circumstances under which those parties may exercise that purchase
option and the price or the formula for determining the price.

     If we so specify in the related prospectus supplement, following the date
on which the total principal balances of the offered certificates are reduced to
zero, if all of the remaining certificates (but excluding any class of
certificates evidencing a residual interest in a REMIC) are held by the same
certificateholder, that certificateholder will be entitled to exchange all of
the remaining certificates for all of the mortgage assets


                                     -121-



underlying that series, thereby effecting the early termination of the related
trust. We will describe in the related prospectus supplement the specific
circumstances under which that exchange may occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner, and assets will, in general, be
sold at their fair market value or at such other price as may be set forth in,
or as may be calculated in accordance with the formula set forth in, the related
prospectus supplement. If the price at which the mortgage assets are sold is
less than their unpaid balance, plus accrued interest, then the holders of one
or more classes of certificates of the applicable series may receive an amount
less than the total principal balance of, and accrued and unpaid interest on,
their certificates.

     The title for any class of offered certificates with an optional redemption
or termination feature that may be exercised when 25% or more of the original
principal balance of the related mortgage asset pool is still outstanding, will
include the word "callable."

BOOK-ENTRY REGISTRATION

     General. Any class of offered certificates may be issued in book-entry form
through the facilities of DTC. If so, that class will be represented by one or
more global certificates registered in the name of DTC or its nominee. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through the Euroclear System or Clearstream Banking Luxembourg for so
long as they are participants in DTC.

     DTC, Euroclear and Clearstream. DTC is:

     o    a limited-purpose trust company organized under the New York Banking
          Law,

     o    a "banking corporation" within the meaning of the New York Banking
          Law,

     o    a member of the Federal Reserve System,

     o    a "clearing corporation" within the meaning of the New York Uniform
          Commercial Code, and

     o    a "clearing agency" registered under the provisions of Section 17A of
          the Securities Exchange Act.

     DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.


                                     -122-



     It is our understanding that Clearstream Banking Luxembourg holds
securities for its member organizations and facilitates the clearance and
settlement of securities transactions between its member organizations through
electronic book-entry changes in accounts of those organizations, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 31 currencies, including United States dollars.
Clearstream provides to its member organizations, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in over 39 countries through established
depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.
Clearstream is registered as a bank in Luxembourg. It is subject to regulation
by the Commission de Surveillance du Secteur Financier, which supervises
Luxembourg banks. Clearstream's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream's U.S. customers are limited to
securities brokers and dealers, and banks. Currently, Clearstream has
approximately 2,500 customers located in over 94 countries, including all major
European countries, Canada and the United States. Indirect access to Clearstream
is available to other institutions that clear through or maintain a custodial
relationship with an account holder of Clearstream. Clearstream and Euroclear
have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.

     It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 150,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 32 markets. Transactions may be settled in Euroclear in any of over 30
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. The Euroclear Operator is regulated and
examined by the Belgian Banking and Finance Commission and the National Bank of
Belgium. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not Euroclear Clearance System. Indirect access to
the Euroclear system is also available to other firms that clear through or
maintain a custodial relationship with a member organization of Euroclear,
either directly or indirectly. Euroclear and Clearstream have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Euroclear Terms and Conditions. The Euroclear Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear system, and receipts of
payments with respect to securities in the Euroclear system. All securities in
the Euroclear system are held on a fungible basis without attribution of
specific securities to specific securities clearance accounts. The Euroclear
Operator acts under the Euroclear Terms and Conditions only on behalf of member
organizations of Euroclear and has no record of or relationship with persons
holding through those member organizations.

     The information in this prospectus concerning DTC, Euroclear and
Clearstream, and their book-entry systems, has been obtained from sources
believed to be reliable, but we do not take any responsibility for the accuracy
or completeness of that information.

     Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that


                                     -123-



maintains the beneficial owner's account for that purpose. In turn, the
Financial Intermediary's ownership of those certificates will be recorded on the
records of DTC or, alternatively, if the Financial Intermediary does not
maintain an account with DTC, on the records of a participating firm that acts
as agent for the Financial Intermediary, whose interest will in turn be recorded
on the records of DTC. A beneficial owner of book-entry certificates must rely
on the foregoing procedures to evidence its beneficial ownership of those
certificates. DTC has no knowledge of the actual beneficial owners of the
book-entry certificates. DTC's records reflect only the identity of the direct
participants to whose accounts those certificates are credited, which may or may
not be the actual beneficial owners. The participants in the DTC system will
remain responsible for keeping account of their holdings on behalf of their
customers.

     Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day
funds. Transfers between direct account holders at Euroclear and Clearstream, or
between persons or entities participating indirectly in Euroclear or
Clearstream, will be effected in the ordinary manner in accordance with their
respective procedures and in accordance with DTC's rules.

     Cross-market transfers between direct participants in DTC, on the one hand,
and member organizations at Euroclear or Clearstream, on the other, will be
effected through DTC in accordance with DTC's rules and the rules of Euroclear
or Clearstream, as applicable. These cross-market transactions will require,
among other things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

     Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. The related prospectus
supplement will contain additional information regarding clearance and
settlement procedures for the book-entry certificates and with respect to tax
documentation procedures relating to the book-entry certificates.

     Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

     Payments on the book-entry certificates will be made to DTC. DTC's practice
is to credit DTC participants' accounts on the related 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 that date. Disbursement of
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--

     o    governed by standing instructions and customary practices, as is the
          case with securities held for the accounts of customers in bearer form
          or registered in street name, and


                                     -124-



     o    the sole responsibility of each of those DTC participants, subject to
          any statutory or regulatory requirements in effect from time to time.

     Under a book-entry system, beneficial owners may receive payments after the
related distribution date.

     The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders." The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action permitted to be taken by a
"certificateholder" only at the direction of one or more DTC participants. DTC
may take conflicting actions with respect to the book-entry certificates to the
extent that those actions are taken on behalf of Financial Intermediaries whose
holdings include those certificates.

     Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.

     Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of affected offered
certificates initially issued in book-entry form will not be able to obtain
physical certificates that represent those offered certificates, unless:

     o    we advise the related trustee in writing that DTC is no longer willing
          or able to discharge properly its responsibilities as depository with
          respect to those offered certificates and we are unable to locate a
          qualified successor; or

     o    we notify DTC of our intent to terminate the book-entry system through
          DTC with respect to those offered certificates and, in the event
          applicable law and/or DTC's procedures require that the DTC
          participants holding beneficial interests in those offered
          certificates submit a withdrawal request to DTC in order to so
          terminate the book-entry system, we additionally notify those DTC
          participants and they submit a withdrawal request with respect to such
          termination.


                                     -125-



     Upon the occurrence of either of the two events described in the prior
paragraph, the trustee or other designated party will be required to notify all
DTC participants, through DTC, of the availability of physical certificates with
respect to the affected offered certificates. Upon surrender by DTC of the
certificate or certificates representing a class of book-entry offered
certificates, together with instructions for registration, the related trustee
or other designated party will be required to issue to the beneficial owners
identified in those instructions physical certificates representing those
offered certificates.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related underlying
mortgage loans or mortgage-backed securities. That credit support may be in the
form of any of the following:

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    overcollateralization, whether in the form of mortgage assets or
          otherwise;

     o    the use of a letter of credit, a surety bond, an insurance policy, a
          guarantee;

     o    the establishment of one or more reserve funds; or

     o    any combination of the foregoing.

     If and to the extent described in the related prospectus supplement, any of
the above forms of credit support may provide credit enhancement for non-offered
certificates, as well as offered certificates, or for more than one series of
certificates.

     If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related underlying mortgage loans or mortgage-backed
securities exceed the amount of that credit support, it is possible that the
holders of offered certificates of other classes and/or series will be
disproportionately benefited by that credit support to your detriment.

     If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following:

     o    the nature and amount of coverage under that credit support;

     o    any conditions to payment not otherwise described in this prospectus;

     o    any conditions under which the amount of coverage under that credit
          support may be reduced and under which that credit support may be
          terminated or replaced; and

     o    the material provisions relating to that credit support.


                                     -126-



     Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

     If and to the extent described in the related prospectus supplement, one or
more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any distribution date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

     If the mortgage assets in any trust established by us are divided into
separate groups, each supporting a separate class or classes of certificates of
the related series, credit support may be provided by cross-support provisions
requiring that payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on subordinate certificates
evidencing interests in a different group of those mortgage assets. We will
describe in the related prospectus supplement the manner and conditions for
applying any cross-support provisions.

OVERCOLLATERALIZATION

     If and to the extent described in the related prospectus supplement, the
mortgage assets underlying any series of offered certificates may generate
cashflows for the benefit of the related trust that, in the absence of default,
will be in excess of the amount needed to make all required payments with
respect to the offered and non-offered certificates of that series. This may be
as a result of excess spread or because the mortgage assets have a greater total
principal balance than the total principal balance of the certificates of the
subject series. As and to the extent described in the related prospectus
supplement, the additional cashflow may be available to cover losses or other
shortfalls on one or more classes of related offered certificates and/or to
amortize one or more classes of related certificates.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     The mortgage loans included in any trust established by us may be covered
for some default and/or loss risks by insurance policies or guarantees. If so,
we will describe in the related prospectus supplement the nature of those
default and/or loss risks and the extent of that coverage.

LETTERS OF CREDIT

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more letters of
credit, issued by a bank or other financial institution specified in the related
prospectus supplement. The issuer of a letter of credit will be obligated to
honor draws under that letter of credit in a total fixed dollar amount, net of
unreimbursed payments under the letter of credit, generally equal to a
percentage specified in the related prospectus supplement of the total principal
balance of some or all of the related underlying mortgage loans or
mortgage-backed securities as of the date the related trust was formed or of the
initial total principal balance of one or more classes of certificates of the
applicable series. The letter of credit may permit draws only in the event of
select types of losses and shortfalls. The amount available under the letter of
credit will, in all cases, be reduced to the extent of the unreimbursed payments
under it and may otherwise be reduced as described in the related


                                     -127-



prospectus supplement. The obligations of the letter of credit issuer under the
letter of credit for any series of offered certificates will expire at the
earlier of the date specified in the related prospectus supplement or the
termination of the related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or sureties. Those
instruments may cover, with respect to one or more classes of the offered
certificates of the related series, timely payments of interest and principal or
timely payments of interest and payments of principal on the basis of a schedule
of principal payments set forth in or determined in the manner specified in the
related prospectus supplement. We will describe in the related prospectus
supplement any limitations on the draws that may be made under any of those
instruments.

RESERVE FUNDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, Permitted
Investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

     Amounts on deposit in any reserve fund for a series of offered certificates
will be applied for the purposes, in the manner, and to the extent specified in
the related prospectus supplement. If and to the extent described in the related
prospectus supplement, reserve funds may be established to provide protection
only against select types of losses and shortfalls. Following each distribution
date for the related series of offered certificates, amounts in a reserve fund
in excess of any required balance may be released from the reserve fund under
the conditions and to the extent specified in the related prospectus supplement.

CREDIT SUPPORT WITH RESPECT TO MORTGAGE-BACKED SECURITIES

     If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of those mortgage
loans may be secured by multifamily and commercial properties outside the United
States, its territories and possessions.

     The following discussion contains general summaries of select legal aspects
of mortgage loans secured by multifamily and commercial properties in the United
States. Because these legal aspects are governed by applicable state law, which
may differ substantially from state to state, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the mortgage loans underlying the
offered certificates is situated. Accordingly, you should be aware


                                     -128-



that the summaries are qualified in their entirety by reference to the
applicable laws of those states. See "THE TRUST FUND--Mortgage Loans."

     If a significant percentage of mortgage loans underlying a series of
offered certificates, are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

     Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property may be a mortgage, deed of trust or a deed to secure debt, depending
upon the prevailing practice and law in the state in which that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in this prospectus as "mortgages." A mortgage creates a
lien upon, or grants a title interest in, the real property covered by the
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on--

     o    the terms of the mortgage,

     o    the terms of separate subordination agreements or intercreditor
          agreements with others that hold interests in the real property,

     o    the knowledge of the parties to the mortgage, and

     o    in general, the order of recordation of the mortgage in the
          appropriate public recording office.

     However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage--

     o    a mortgagor, who is the owner of the encumbered interest in the real
          property, and

     o    a mortgagee, who is the lender.

     In general, the mortgagor is also the borrower.

     In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--

     o    the trustor, who is the equivalent of a mortgagor,

     o    the trustee to whom the real property is conveyed, and

     o    the beneficiary for whose benefit the conveyance is made, who is the
          lender.


                                     -129-



     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. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

     Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

     The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by:

     o    the express provisions of the related instrument,

     o    the law of the state in which the real property is located,

     o    various federal laws, and

     o    in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS

     The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property in good condition and for paying real
estate taxes, assessments and hazard insurance premiums associated with the
property.

     The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

     However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default amount and the
purchaser may have a post-foreclosure statutory redemption right. In other
states, courts in equity may permit a purchaser with significant investment in
the property under an installment contract for the sale of real estate to share
in the proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse


                                     -130-



to enforce the forfeiture clause. Nevertheless, generally speaking, the seller's
procedures for obtaining possession and clear title under an installment
contract for the sale of real estate in a given state are simpler and less
time-consuming and costly than are the procedures for foreclosing and obtaining
clear title to a mortgaged property.

LEASES AND RENTS

     A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents are not directly paid to the lender. If the borrower
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect the
rents.

     In most states, hotel and motel room rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

     In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

     o    without a hearing or the lender's consent, or

     o    unless the lender's interest in the room rates is given adequate
          protection.

For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALTY

     Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.


                                     -131-



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 security at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary From State to State. The two primary methods of
foreclosing a mortgage are--

     o    judicial foreclosure, involving court proceedings, and

     o    nonjudicial foreclosure under a power of sale granted in the mortgage
          instrument.

     Other foreclosure procedures are available in some states, but they are
either infrequently used or available only in limited circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed. A foreclosure
action sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

     o    all parties having a subordinate interest of record in the real
          property, and

     o    all parties in possession of the property, under leases or otherwise,
          whose interests are subordinate to the mortgage.

     Delays in completion of the foreclosure may occasionally result from
difficulties in locating necessary parties, including defendants. When the
lender's right to foreclose is contested, the legal proceedings can be
time-consuming. The court generally issues a judgment of foreclosure and
appoints a referee or other officer to conduct a public sale of the mortgaged
property upon successful completion of a judicial foreclosure proceeding. The
proceeds of that public sale are used to satisfy the judgment. The procedures
that govern these public sales vary from state to state.

     Equitable and Other Limitations on Enforceability of Particular Provisions.
United States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions. These principles
are generally designed to relieve borrowers from the effects of mortgage
defaults perceived as harsh or unfair. Relying on these principles, a court may:

     o    alter the specific terms of a loan to the extent it considers
          necessary to prevent or remedy an injustice, undue oppression or
          overreaching;

     o    require the lender to undertake affirmative actions to determine the
          cause of the borrower's default and the likelihood that the borrower
          will be able to reinstate the loan;

     o    require the lender to reinstate a loan or recast a payment schedule in
          order to accommodate a borrower that is suffering from a temporary
          financial disability; or


                                     -132-



     o    limit the right of the lender to foreclose in the case of a
          nonmonetary default, such as--

          1.   a failure to adequately maintain the mortgaged property, or

          2.   an impermissible further encumbrance of the mortgaged property.

     Some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have--

     o    upheld the reasonableness of the notice provisions, or

     o    found that a public sale under a mortgage providing for a power of
          sale does not involve sufficient state action to trigger
          constitutional protections.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

     o    a request from the beneficiary/lender to the trustee to sell the
          property upon default by the borrower, and

     o    notice of sale is given in accordance with the terms of the deed of
          trust and applicable state law.

     In some states, prior to a nonjudicial public sale, the trustee under the
deed of trust must--

     o    record a notice of default and notice of sale, and

     o    send a copy of those notices to the borrower and to any other party
          who has recorded a request for a copy of them.

     In addition, in some states, the trustee must provide notice to any other
party having an interest of record in the real property, including junior
lienholders. A notice of sale must be posted in a public place and, in most
states, published for a specified period of time in one or more newspapers. Some
states require a reinstatement period during which the borrower or junior
lienholder may have the right to cure the default by paying the entire actual
amount in arrears, without regard to the acceleration of the indebtedness, plus
the lender's expenses incurred in enforcing the obligation. In other states, the
borrower or the junior lienholder has only the right to pay off the entire debt
to prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of--

     o    the difficulty in determining the exact status of title to the
          property due to, among other things, redemption rights that may exist,
          and


                                     -133-



     o    the possibility that physical deterioration of the property may have
          occurred during the foreclosure proceedings.

     As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make repairs necessary to render the property suitable
for sale. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The lender also will commonly obtain the services of
a real estate broker and pay the broker's commission in connection with the sale
or lease of the property. Whether, the ultimate proceeds of the sale of the
property equal the lender's investment in the property depends upon market
conditions. Moreover, because of the expenses associated with acquiring, owning
and selling a mortgaged property, a lender could realize an overall loss on the
related mortgage loan even if the mortgaged property is sold at foreclosure, or
resold after it is acquired through foreclosure, for an amount equal to the full
outstanding principal amount of the loan plus accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are--

     o    to enable the lender to realize upon its security, and

     o    to bar the borrower, and all persons who have interests in the
          property that are subordinate to that of the foreclosing lender, from
          exercising their equity of redemption.

     The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

     The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. In some states, statutory redemption may occur only upon payment of
the foreclosure sale price. In other states, redemption may be permitted if the
former borrower pays only a portion of the sums due. A statutory right of
redemption will diminish the ability of the lender to sell the foreclosed
property because the exercise of a right of redemption would defeat the title of
any purchaser through a foreclosure. Consequently, the practical effect of the
redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial
foreclosure, but not following a trustee's sale under a deed of trust.

     One Action and Security First Rules. Some states (including California)
have laws that prohibit more than one "judicial action" to enforce a mortgage
obligation secured by a mortgage on real property or an interest therein, and
some courts have construed the term "judicial action" broadly. In addition, some
states (including California) require that the lender proceed first against any
real property security for such mortgage obligation


                                     -134-



before proceeding directly upon the secured obligation itself. In the case where
either a cross-collateralized, cross-defaulted or a multi-property mortgage loan
is secured by real properties located in multiple states, the special servicer
may be required to foreclose first on properties located in states where such
"one action" and/or "security first" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing on properties located in the states
where judicial foreclosure is the only permitted method of foreclosure.
Otherwise, a second action in a state with "one action" rules might be precluded
because of a prior first action, even if such first action occurred in a state
without "one action" rules. Moreover, while the consequences of breaching these
rules will vary from jurisdiction to jurisdiction, as a general matter, a lender
who proceeds in violation of these rules may run the risk of forfeiting
collateral and/or even the right to enforce the underlying obligation. In
addition, under certain circumstances, a lender with respect to a real property
located in a "one action" or "security first" jurisdiction may be precluded from
obtaining a deficiency judgment against the borrower following foreclosure or
sale under a deed of trust (unless there has been a judicial foreclosure).
Finally, in some jurisdictions, the benefits of such laws may be available not
just to the underlying obligor, but also to any guarantor of the underlying
obligation, thereby limiting the ability of the lender to recover against a
guarantor without first complying with the applicable anti-deficiency statutes.

     Anti-Deficiency Legislation. Some or all of the mortgage loans underlying a
series of offered certificates may be nonrecourse loans. Recourse in the case of
a default on a non-recourse mortgage loan will be limited to the mortgaged
property and any other assets that were pledged to secure the mortgage loan.
However, even if a mortgage loan by its terms provides for recourse to the
borrower's other assets, a lender's ability to realize upon those assets may be
limited by state law. For example, in some states, a lender cannot obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal to the difference between the net amount realized upon the public
sale of the real property and the amount due to the lender. Other state statutes
may require the lender to exhaust the security afforded under a mortgage before
bringing a personal action against the borrower. In other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Other statutory
provisions limit any deficiency judgment to the excess of the outstanding debt
over the fair market value of the property at the time of the sale. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale. In some states, exceptions to the anti-deficiency statutes
are provided for in certain instances where the value of the lender's security
has been impaired by acts or omissions of the borrower such as for waste upon
the property. Finally, some statutes may preclude deficiency judgments
altogether with respect to certain kinds of obligations such as purchase-money
indebtedness. In some jurisdictions the courts have extended the benefits of
this legislation to the guarantors of the underlying obligation as well.

     Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under a ground lease. Leasehold mortgage loans are subject to
some risks not associated with mortgage loans secured by a lien on the fee
estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground
lease:

     o    requires the lessor to give the leasehold mortgagee notices of lessee
          defaults and an opportunity to cure them,

     o    permits the leasehold estate to be assigned to and by the leasehold
          mortgagee or the purchaser at a foreclosure sale, and


                                     -135-



     o    contains other protective provisions typically required by prudent
          lenders to be included in a ground lease.

     Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

     Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Loans secured in this manner typically are subordinate to the
mortgage, if any, on the cooperative's building. That mortgage, if foreclosed,
could extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the cooperative. Further,
transfer of shares in a cooperative is subject to various regulations as well as
to restrictions under the governing documents of the cooperative. The shares may
be canceled in the event that associated maintenance charges due under the
related proprietary leases are not paid. Typically, a recognition agreement
between the lender and the cooperative provides, among other things, that the
lender may cure a default under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a commercially reasonable manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative corporation to receive sums due under the proprietary leases. If
there are proceeds remaining, the lender must account to the tenant-stockholder
for the surplus. Conversely, if a portion of the indebtedness remains unpaid,
the tenant-stockholder is generally responsible for the deficiency.

     In the case of foreclosure on a building converted from a rental building
to a building owned by a cooperative under a non-eviction plan, some states
require that a purchaser at a foreclosure sale take the property subject to rent
control and rent stabilization laws that apply to certain tenants who elected to
remain in the building but who did not purchase shares in the cooperative when
the building was so converted.

BANKRUPTCY LAWS

     Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay caused by an automatic stay and its consequences
can be significant. Also, under the U.S. Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a junior lienor may stay the senior
lender from taking action to foreclose out the junior lien.


                                     -136-



     Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

     o    reduce the secured portion of the outstanding amount of the loan to
          the then-current value of the property, thereby leaving the lender a
          general unsecured creditor for the difference between the then-current
          value of the property and the outstanding balance of the loan;

     o    reduce the amount of each scheduled payment, by means of a reduction
          in the rate of interest and/or an alteration of the repayment
          schedule, with or without affecting the unpaid principal balance of
          the loan;

     o    extend or shorten the term to maturity of the loan;

     o    permit the bankrupt borrower to cure of the subject loan default by
          paying the arrearage over a number of years; or

     o    permit the bankrupt borrower, through its rehabilitative plan, to
          reinstate the loan payment schedule even if the lender has obtained a
          final judgment of foreclosure prior to the filing of the debtor's
          petition.

     Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from enforcing the assignment
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to
resolve the issue could be time-consuming, and result in delays in the lender's
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code may
minimize the impairment of the lender's ability to enforce the borrower's
assignment of rents and leases. In addition to the inclusion of hotel revenues
within the definition of cash collateral as noted above, the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.

     A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--

     o    past due rent,

     o    accelerated rent,

     o    damages, or

     o    a summary eviction order with respect to a default under the lease
          that occurred prior to the filing of the tenant's bankruptcy petition.

     In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:

     o    assume the lease and either retain it or assign it to a third party,
          or


                                     -137-



     o    reject the lease.

     If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to:

     o    the rent reserved by the lease without regard to acceleration for the
          greater of one year, or 15%, not to exceed three years, of the
          remaining term of the lease, plus

     o    unpaid rent to the earlier of the surrender of the property or the
          lessee's bankruptcy filing.

ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

     CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination and regardless of whether the lender has actually taken
possession of the contaminated mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator," however, is a person who, without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption."

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Lender Liability Act") amended, among other things, the provisions of
CERCLA with respect to lender liability and the secured creditor exemption. The
Lender Liability Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the property of the borrower. The
Lender Liability Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if--


                                     -138-



     o    it exercises decision-making control over a borrower's environmental
          compliance and hazardous substance handling and disposal practices, or

     o    assumes day-to-day management of operational functions of a mortgaged
          property.

     The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure, provided that the lender seeks to sell that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

     CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular Subtitle I of the federal Resource Conservation and
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks,
except heating oil tanks. The Environmental Protection Agency has adopted a
lender liability rule for underground storage tanks (USTs) under Subtitle I of
RCRA. Under that rule a lender with a security interest in an UST or real
property containing an UST is not liable as an "owner" or "operator" so long as
the lender does not engage in decision making control of the use, storage,
filing or dispensing of petroleum contained in the UST, exercise control over
the daily operation of the UST, or engage in petroleum production, refining or
marketing. Moreover, under the Lender Liability Act, the protections accorded to
lenders under CERCLA are also accorded to holders of security interests in
underground petroleum storage tanks. It should be noted, however, that liability
for cleanup of petroleum contamination may be governed by state law, which may
not provide for any specific protection for secured creditors, or alternatively,
may not impose liability on secured creditors at all.

     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--

     o    impose liability for releases of or exposure to asbestos-containing
          materials, and

     o    provide for third parties to seek recovery from owners or operators of
          real properties for personal injuries associated with those releases.

     Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in lead poisoning. If lead-based paint hazards exist at a
property, then the owner of that property may be held liable for injuries and
for the costs of removal or encapsulation of the lead-based paint.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action related to hazardous environmental conditions on a property, such as
actions based on nuisance or on toxic tort resulting in death, personal injury
or damage to property. While it may be more difficult to hold a lender liable
under


                                     -139-



common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

     If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. This
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some or all of the mortgage loans underlying a series of offered
certificates may contain due-on-sale and due-on-encumbrance clauses that purport
to permit the lender to accelerate the maturity of the loan if the borrower
transfers or encumbers the mortgaged property. In recent years, court decisions
and legislative actions placed substantial restrictions on the right of lenders
to enforce these clauses in many states. However, the Garn-St Germain Depository
Institutions Act of 1982 generally preempts state laws that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms, subject to the limitations prescribed in that
act and the regulations promulgated under that act. The inability to enforce a
due-on-sale clause may result in transfer of the related mortgaged property to
an uncreditworthy person, which could increase the likelihood of default and
thereby may affect the average life of the mortgage loans and the number of
mortgage loans which may extend to maturity.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     Any of our trusts may include mortgage loans secured by junior liens, while
the loans secured by the related senior liens may not be included in that trust.
The primary risk to holders of mortgage loans secured by junior liens is the
possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.

     In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows:

     o    first, to the payment of court costs and fees in connection with the
          foreclosure;

     o    second, to real estate taxes;


                                     -140-



     o    third, in satisfaction of all principal, interest, prepayment or
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the senior liens; and

     o    last, in satisfaction of all principal, interest, prepayment and
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the junior mortgage loan.

SUBORDINATE FINANCING

     Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks:

     o    the borrower may have difficulty servicing and repaying multiple
          loans;

     o    if the subordinate financing permits recourse to the borrower, as is
          frequently the case, and the senior loan does not, a borrower may have
          more incentive to repay sums due on the subordinate loan;

     o    acts of the senior lender that prejudice the junior lender or impair
          the junior lender's security, such as the senior lender's agreeing to
          an increase in the principal amount of or the interest rate payable on
          the senior loan, may create a superior equity in favor of the junior
          lender;

     o    if the borrower defaults on the senior loan and/or any junior loan or
          loans, the existence of junior loans and actions taken by junior
          lenders can impair the security available to the senior lender and can
          interfere with or delay the taking of action by the senior lender; and

     o    the bankruptcy of a junior lender may operate to stay foreclosure or
          similar proceedings by the senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans originated by
particular lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V. Some states have taken action to reimpose interest
rate limits and/or to limit discount points or other charges.


                                     -141-



AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated under that act, in order to protect individuals with disabilities,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable." In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property owner, landlord or other applicable
person. In addition to imposing a possible financial burden on the borrower in
its capacity as owner or landlord, the ADA may also impose requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, may not be charged interest,
including fees and charges, above an annual rate of 6% during the period of the
borrower's active duty status, unless a court 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 assigned to duty with the military.
Because the Relief Act applies to individuals who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, no information can be provided as to the number of loans
with individuals as borrowers that may be affected by the Relief Act.

     Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect
full amounts of interest on an affected mortgage loan. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts payable to the holders of certificates of
the related series, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with the certificates. In addition, the Relief Act
imposes limitations that would impair the ability of a master servicer or
special servicer to foreclose on an affected mortgage loan during the borrower's
period of active duty status and, under some circumstances, during an additional
three month period after the active duty status ceases.

     In addition, pursuant to the laws of various states, under certain
circumstances, payments on mortgage loans by residents in such states who are
called into active duty with the National Guard or the reserves will be
deferred. These state laws may also limit the ability of the master servicer to
foreclose on the related mortgaged property. This could result in delays or
reductions in payment and increased losses on the mortgage loans that would be
borne by certificateholders.

FORFEITURES IN DRUG, RICO AND MONEY LAUNDERING 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 by 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


                                     -142-



laundering laws and regulations, including the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
(commonly referred to as the Patriot Act) and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. Under procedures contained in the
Comprehensive Crime Control Act of 1984, the government may seize the property
even before conviction. The government must publish notice of the forfeiture
proceeding and may give notice to all parties "known to have an alleged interest
in the property," including the holders of mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that--

     o    its mortgage was executed and recorded before commission of the
          illegal conduct from which the assets used to purchase or improve the
          property were derived or before any other crime upon which the
          forfeiture is based, or

     o    the lender was, at the time of execution of the mortgage, "reasonably
          without cause to believe" that the property was subject to forfeiture.

     However, there is no assurance that such defense will be successful.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a general discussion of the anticipated material federal income tax
consequences of purchasing, owning and transferring the offered certificates.
This discussion is directed to certificateholders that hold the offered
certificates as capital assets within the meaning of Section 1221 of the
Internal Revenue Code. This section does not discuss all federal income tax
consequences that may be relevant to owners of offered certificates,
particularly as to investors subject to special treatment under the Internal
Revenue Code, including:

     o    banks,

     o    insurance companies,

     o    foreign investors,

     o    tax exempt investors,

     o    holders whose "functional currency" is not the United States dollar,

     o    United States expatriates, and

     o    holders holding the offered certificates as part of a hedge, straddle
          or conversion transaction.

     Further, this discussion does not address investors who treat items of
income, expense, gain or loss with respect to the offered certificates
differently for book and tax purposes.

     This discussion and any legal opinions referred to in this discussion are
based on current provisions and interpretations of the Internal Revenue Code and
the accompanying Treasury regulations and on current judicial and administrative
rulings. All of these authorities are subject to change and any change can apply
retroactively. No rulings have been or will be sought from the IRS with respect
to any of the federal income tax consequences discussed below. Accordingly, the
IRS may take contrary positions.


                                     -143-



     Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

     o    given with respect to events that have occurred at the time the advice
          is rendered, and

     o    is directly relevant to the determination of an entry on a tax return.

     Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors are encouraged to
consult their own tax advisors regarding that issue. Investors should do so not
only as to federal taxes, but also as to state and local taxes. See "STATE AND
OTHER TAX CONSEQUENCES."

     The following discussion addresses securities of two general types:

     o    REMIC certificates, representing interests in a trust, or a portion of
          the assets of that trust, as to which a specified person or entity
          will make a real estate mortgage investment conduit, or REMIC,
          election under Sections 860A through 860G of the Internal Revenue
          Code; and

     o    grantor trust certificates, representing interests in a trust, or a
          portion of the assets of that trust, as to which no REMIC election
          will be made.

     We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related Governing
Document or an agent appointed by that trustee or other party will make a REMIC
election and/or act as tax administrator for the related trust. If the related
tax administrator is required to make a REMIC election, we also will identify in
the related prospectus supplement all regular interests and residual interests
in the resulting REMIC.

     The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust holds only mortgage loans. If a trust holds assets other than
mortgage loans, such as mortgage-backed securities, we will disclose in the
related prospectus supplement the tax consequences associated with those other
assets being included. In addition, if agreements other than guaranteed
investment contracts are included in a trust to provide interest rate protection
for the related offered certificates, the anticipated material tax consequences
associated with those agreements also will be discussed in the related
prospectus supplement. See "THE TRUST FUND--Arrangements Providing Reinvestment,
Interest Rate and Currency Related Protection."

     The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and
in the Treasury regulations issued under those sections. It is also based in
part on the rules governing REMICs in Sections 860A-860G of the Internal Revenue
Code and in the Treasury regulations issued or proposed under those sections.
The regulations relating to original issue discount do not adequately address
all issues relevant to, and in some instances provide that they are not
applicable to, securities such as the offered certificates.


                                     -144-



REMICs

     General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to any other
assumptions set forth in the opinion:

     o    the related trust, or the relevant designated portion of the trust,
          will qualify as a REMIC, and

     o    those offered certificates will represent--

          1.   regular interests in the REMIC, or

          2.   residual interests in the REMIC.

     Any and all offered certificates representing interests in a REMIC will be
either--

     o    REMIC regular certificates, representing regular interests in the
          REMIC, or

     o    REMIC residual certificates, representing residual interests in the
          REMIC.

     If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose
its REMIC status. If so, the entity may become taxable as a corporation.
Therefore, the related certificates may not be given the tax treatment
summarized below. Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, the Treasury Department has not done so. Any relief
mentioned above, moreover, may be accompanied by sanctions. These sanctions
could include the imposition of a corporate tax on all or a portion of a trust's
income for the period in which the requirements for REMIC status are not
satisfied. The Governing Document with respect to each REMIC will include
provisions designed to maintain its status as a REMIC under the Internal Revenue
Code.

     Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code in the hands of a real estate investment trust,
          and

     o    "loans secured by an interest in real property" or other assets
          described in Section 7701(a)(19)(C) of the Internal Revenue Code in
          the hands of a thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

     However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or other prescribed purposes, the related
offered certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for any of the
foregoing characterizations at all times during a calendar year, the related
offered certificates will qualify for the corresponding status in their entirety
for that calendar year.


                                     -145-



     In addition, unless we state otherwise in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Internal
Revenue Code in the hands of another REMIC.

     Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a
real estate investment trust, to the extent that these certificates are treated
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.

     The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the
Internal Revenue Code with respect to each calendar quarter based on the average
adjusted basis of each category of the assets held by the REMIC during that
calendar quarter. The related tax administrator will report those determinations
to certificateholders in the manner and at the times required by applicable
Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage loans--

     o    collections on mortgage loans held pending payment on the related
          offered certificates, and

     o    any property acquired by foreclosure held pending sale, and may
          include amounts in reserve accounts.

     It is unclear whether property acquired by foreclosure held pending sale,
and amounts in reserve accounts, would be considered to be part of the mortgage
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of the above-referenced sections of the Internal
Revenue Code. In addition, in some instances, the mortgage loans may not be
treated entirely as assets described in those sections of the Internal Revenue
Code. If so, we will describe in the related prospectus supplement those
mortgage loans that are characterized differently. The Treasury regulations do
provide, however, that cash received from collections on mortgage loans held
pending payment is considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Internal Revenue Code, relating to real estate investment
trusts.

     To the extent a REMIC certificate represents ownership of an interest in a
mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Accordingly:

     o    a portion of that certificate may not represent ownership of "loans
          secured by an interest in real property" or other assets described in
          Section 7701(a)(19)(C) of the Internal Revenue Code;

     o    a portion of that certificate may not represent ownership of "real
          estate assets" under Section 856(c)(5)(B) of the Internal Revenue
          Code; and

     o    the interest on that certificate may not constitute "interest on
          obligations secured by mortgages on real property" within the meaning
          of Section 856(c)(3)(B) of the Internal Revenue Code.


                                     -146-



     Tiered REMIC Structures. For certain series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as
to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as interests in one REMIC solely for purposes of
determining:

     o    whether the related REMIC certificates will be "real estate assets"
          within the meaning of Section 856(c)(5)(B) of the Internal Revenue
          Code,

     o    whether the related REMIC certificates will be "loans secured by an
          interest in real property" under Section 7701(a)(19)(C) of the
          Internal Revenue Code, and

     o    whether the interest/income on the related REMIC certificates is
          interest described in Section 856(c)(3)(B) of the Internal Revenue
          Code.

     Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, the Internal
Revenue Code treats REMIC regular certificates as debt instruments issued by the
REMIC and not as ownership interests in the REMIC or its assets. Holders of
REMIC regular certificates that otherwise report income under the cash method of
accounting must nevertheless report income with respect to REMIC regular
certificates under the accrual method.

     Original Issue Discount. Some REMIC regular certificates may be issued with
original issue discount within the meaning of Section 1273(a) of the Internal
Revenue Code. Any holders of REMIC regular certificates issued with original
issue discount generally will have to include original issue discount in income
as it accrues, in accordance with a constant yield method described below, prior
to the receipt of the cash attributable to that income. The Treasury Department
has issued regulations under Sections 1271 to 1275 of the Internal Revenue Code
generally addressing the treatment of debt instruments issued with original
issue discount. Section 1272(a)(6) of the Internal Revenue Code provides special
rules applicable to the accrual of original issue discount on, among other
things, REMIC regular certificates. The Treasury Department has not issued
regulations under that section. You should be aware, however, that Section
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Internal
Revenue Code do not adequately address all issues relevant to, or are not
applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

     The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be
used concerning the rate at which borrowers will prepay the mortgage loans held
by the related REMIC. Further, adjustments must be made in the accrual of that
original issue discount to reflect differences between the prepayment rate
actually experienced and the assumed prepayment rate. The prepayment assumption
is to be determined in a manner prescribed in Treasury regulations that the
Treasury Department has not yet issued. The Committee Report indicates that the
regulations should provide that the prepayment assumption used with respect to a
REMIC regular certificate is determined once, at initial issuance, and must be
the same as that used in pricing. The prepayment assumption used in reporting
original issue discount for each series of REMIC regular certificates will be
consistent with this standard and will be disclosed in the related prospectus
supplement. However, neither we nor any other person will make any
representation that the mortgage loans underlying any series of REMIC regular
certificates will in fact prepay at a rate conforming to the prepayment
assumption or at any other rate or that the IRS will not challenge on audit the
prepayment assumption used.


                                     -147-



     The original issue discount, if any, on a REMIC regular certificate will be
the excess of its stated redemption price at maturity over its issue price.

     The issue price of a particular class of REMIC regular certificates will be
the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

     Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at:

     o    a single fixed rate,

     o    a "qualified floating rate,"

     o    an "objective rate,"

     o    a combination of a single fixed rate and one or more "qualified
          floating rates,"

     o    a combination of a single fixed rate and one "qualified inverse
          floating rate," or

     o    a combination of "qualified floating rates" that does not operate in a
          manner that accelerates or defers interest payments on the REMIC
          regular certificate.

     In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of that discount will vary according to the
characteristics of those certificates. If the original issue discount rules
apply to those certificates, we will describe in the related prospectus
supplement the manner in which those rules will be applied with respect to those
certificates in preparing information returns to the certificateholders and the
IRS.

     Some classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each distribution
date, then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.

     In addition, if the accrued interest to be paid on the first distribution
date is computed with respect to a period that begins prior to the date of
initial issuance, a portion of the purchase price paid for a REMIC regular
certificate will reflect that accrued interest. In those cases, information
returns provided to the certificateholders and the IRS will be based on the
position that the portion of the purchase price paid for the interest accrued
prior to the date of initial issuance is treated as part of the overall cost of
the REMIC regular certificate. Therefore, the portion of the interest paid on
the first distribution date in excess of interest accrued from the date of
initial issuance to the first distribution date is included in the stated
redemption price of the REMIC regular certificate. However, the Treasury
regulations state that all or some portion of this accrued interest may be
treated as a separate asset, the cost of which is recovered entirely out of
interest paid on the first distribution date. It is


                                     -148-



unclear how an election to do so would be made under these regulations and
whether this election could be made unilaterally by a certificateholder.

     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC regular certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying:

     o    the number of complete years, rounding down for partial years, from
          the date of initial issuance, until that payment is expected to be
          made, presumably taking into account the prepayment assumption, by

     o    a fraction--

          1.   the numerator of which is the amount of the payment, and

          2.   the denominator of which is the stated redemption price at
               maturity of the certificate.

     Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of:

     o    the total amount of the de minimis original issue discount, and

     o    a fraction--

          1.   the numerator of which is the amount of the principal payment,
               and

          2.   the denominator of which is the outstanding stated principal
               amount of the subject REMIC regular certificate.

     The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market
Discount" below for a description of that election under the applicable Treasury
regulations.

     If original issue discount on a REMIC regular certificate is in excess of a
de minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the daily portions of original issue discount for each day
during its taxable year on which it held the certificate, including the purchase
date but excluding the disposition date. In the case of an original holder of a
REMIC regular certificate, the daily portions of original issue discount will be
determined as described below in this "--Original Issue Discount" subsection.

     As to each accrual period, the related tax administrator will calculate the
original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
distribution date, or in the case of the first accrual period, begins on the
date of initial issuance, and ends on the day preceding the next following
distribution date. The portion of original issue discount that accrues in any
accrual period will equal the excess, if any, of:

     o    the sum of:


                                     -149-



          1.   the present value, as of the end of the accrual period, of all of
               the payments remaining to be made on the subject REMIC regular
               certificate, if any, in future periods, presumably taking into
               account the prepayment assumption, and

          2.   the payments made on that certificate during the accrual period
               of amounts included in the stated redemption price, over

     o    the adjusted issue price of the subject REMIC regular certificate at
          the beginning of the accrual period.

     The adjusted issue price of a REMIC regular certificate is:

     o    the issue price of the certificate, increased by

     o    the total amount of original issue discount previously accrued on the
          certificate, reduced by

     o    the amount of all prior payments of amounts included in its stated
          redemption price.

The present value of the remaining payments referred to in item 1. of the second
preceding sentence will be calculated:

     o    assuming that payments on the REMIC regular certificate will be
          received in future periods based on the related mortgage loans being
          prepaid at a rate equal to the prepayment assumption;

     o    using a discount rate equal to the original yield to maturity of the
          certificate, based on its issue price and the assumption that the
          related mortgage loans will be prepaid at a rate equal to the
          prepayment assumption; and

     o    taking into account events, including actual prepayments, that have
          occurred before the close of the accrual period.

     The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for that day.

     A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
total original issue discount remaining to be accrued on the certificate. The
adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:

     o    the adjusted issue price or, in the case of the first accrual period,
          the issue price, of the certificate at the beginning of the accrual
          period which includes that date of determination, and

     o    the daily portions of original issue discount for all days during that
          accrual period prior to that date of determination.


                                     -150-



     If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset the
negative amount against future positive original issue discount, if any,
attributable to the certificate. Although not free from doubt, it is possible
that you may be permitted to recognize a loss to the extent your basis in the
certificate exceeds the maximum amount of payments that you could ever receive
with respect to the certificate. However, the loss may be a capital loss, which
is limited in its deductibility. The foregoing considerations are particularly
relevant to certificates that have no, or a disproportionately small, amount of
principal because they can have negative yields if the mortgage loans held by
the related REMIC prepay more quickly than anticipated. See "RISK FACTORS--The
Investment Performance of Your Offered Certificate Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable."

     The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that you may be able to
select a method for recognizing original issue discount that differs from that
used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates are encouraged to consult their tax
advisors concerning the tax treatment of these certificates in this regard.

     The Treasury Department proposed regulations on August 24, 2004 concerning
the accrual of interest income by the holders of REMIC regular interests. The
proposed regulations would create a special rule for accruing original issue
discount on REMIC regular certificates that provide for a delay between record
and distribution dates, such that the period over which original issue discount
accrues coincides with the period over which the certificate holder's right 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, certificate holders would be required to
accrue interest from the issue date to the first record date, but would not be
required to accrue interest after the last record date. The proposed regulations
are limited to REMIC regular certificates with delayed payment periods of fewer
than 32 days. The proposed regulations are proposed to apply to any REMIC
regular certificate issued after the date the final regulations are published in
the Federal Register. The proposed regulations provide automatic consent for the
holder of a REMIC regular certificate to change its method of accounting for
original issue discount under the final regulations. The change is proposed to
be made on a cut-off basis and, thus, does not affect REMIC regular interests
certificates before the date the final regulations are published in the Federal
Register.

     The Treasury Department issued a notice of proposed rulemaking on the
timing of income and deductions attributable to interest-only regular interests
in a REMIC on August 24, 2004. In this notice, the Treasury Department and the
IRS requested comments on whether to adopt special rules for taxing regular
interests in a REMIC that are entitled only to a specified portion of the
interest in respect of one or more mortgage loans held by the REMIC, high-yield
REMIC regular interests, and apparent negative-yield instruments. The Treasury
Department and the IRS also requested comments on different methods for taxing
the foregoing instruments, including the possible recognition of negative
amounts of original issue discount, the formulation of special guidelines for
the application of Internal Revenue Code Section 166 to REMIC IOs and similar
instruments, and the adoption of a new alternative method applicable to REMIC
IOs and similar instruments. It is uncertain whether IRS actually will propose
any regulations as a consequence of the solicitation of comments and when any
resulting new rules would be effective.


                                     -151-



     Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if--

     o    in the case of a certificate issued without original issue discount,
          you purchased the certificate at a price less than its remaining
          stated principal amount, or

     o    in the case of a certificate issued with original issue discount, you
          purchased the certificate at a price less than its adjusted issue
          price.

     If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of the Internal Revenue
Code, you generally will be required to allocate the portion of each payment
representing some or all of the stated redemption price first to accrued market
discount not previously included in income. You must recognize ordinary income
to that extent. You may elect to include market discount in income currently as
it accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, this election will apply to all market discount bonds
acquired by you on or after the first day of the first taxable year to which
this election applies.

     The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include currently market discount
in income with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium, with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--REMICs --Taxation of Owners of REMIC
Regular Certificates--Premium" below.

     Each of the elections described above to accrue interest and discount, and
to amortize premium, with respect to a certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.

     However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the certificate multiplied by the number of complete years
to maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the Treasury regulations refer to the weighted average maturity of
obligations. It is likely that the same rule will be applied with respect to
market discount, presumably taking into account the prepayment assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. This treatment would generally
result in discount being included in income at a slower rate than discount would
be required to be included in income using the method described above.


                                     -152-



     Section 1276(b)(3) of the Internal Revenue Code specifically authorizes the
Treasury Department to issue regulations providing for the method for accruing
market discount on debt instruments, the principal of which is payable in more
than one installment. Until regulations are issued by the Treasury Department,
the relevant rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period, you may accrue market discount on a REMIC
regular certificate held by you, at your option:

     o    on the basis of a constant yield method,

     o    in the case of a certificate issued without original issue discount,
          in an amount that bears the same ratio to the total remaining market
          discount as the stated interest paid in the accrual period bears to
          the total amount of stated interest remaining to be paid on the
          certificate as of the beginning of the accrual period, or

     o    in the case of a certificate issued with original issue discount, in
          an amount that bears the same ratio to the total remaining market
          discount as the original issue discount accrued in the accrual period
          bears to the total amount of original issue discount remaining on the
          certificate at the beginning of the accrual period.

     The prepayment assumption used in calculating the accrual of original issue
discount is also used in calculating the accrual of market discount.

     To the extent that REMIC regular certificates provide for monthly or other
periodic payments throughout their term, the effect of these rules may be to
require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

     Further, Section 1277 of the Internal Revenue Code may require you to defer
a portion of your interest deductions for the taxable year attributable to any
indebtedness incurred or continued to purchase or carry a REMIC regular
certificate purchased with market discount. For these purposes, the de minimis
rule referred to above applies. Any deferred interest expense would not exceed
the market discount that accrues during the related taxable year and is, in
general, allowed as a deduction not later than the year in which the related
market discount is includible in income. If you have elected, however, to
include market discount in income currently as it accrues, the interest deferral
rule described above would not apply.

     Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Internal Revenue
Code to amortize the premium over the life of the certificate as an offset
against qualified stated interest. If made, this election will apply to all debt
instruments having amortizable bond premium that you own or subsequently
acquire. The IRS has issued regulations on the amortization of bond premium, but
they specifically do not apply to holders of REMIC regular certificates.

     The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further
treating you as having made the election to amortize premium generally. See
"--Taxation of Owners of REMIC Regular Certificates--Market Discount" above. The
Committee Report states that the same rules that apply to accrual of market
discount and require the use of a prepayment assumption in accruing market
discount with respect to REMIC regular certificates without regard to whether
those


                                     -153-



certificates have original issue discount, will also apply in amortizing bond
premium under Section 171 of the Internal Revenue Code.

     Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--

     o    the purchase price paid for your offered certificate, and

     o    the payments remaining to be made on your offered certificate at the
          time of its acquisition by you.

     If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

     Realized Losses. Under Section 166 of the Internal Revenue Code, if you are
either a corporate holder of a REMIC regular certificate or a noncorporate
holder of a REMIC regular certificate that acquires the certificate in
connection with a trade or business, you should be allowed to deduct, as
ordinary losses, any losses sustained during a taxable year in which your
offered certificate becomes wholly or partially worthless as the result of one
or more realized losses on the related mortgage loans. However, if you are a
noncorporate holder that does not acquire a REMIC regular certificate in
connection with a trade or business, it appears that--

     o    you will not be entitled to deduct a loss under Section 166 of the
          Internal Revenue Code until your offered certificate becomes wholly
          worthless, which is when its principal balance has been reduced to
          zero, and

     o    the loss will be characterized as a short-term capital loss.

     You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any of those amounts previously included in
taxable income are not ultimately received due to a loss on the related mortgage
loans, you should be able to recognize a loss or reduction in income. However,
the law is unclear with respect to the timing and character of this loss or
reduction in income.

     Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, the Internal Revenue Code does not subject a REMIC to entity-level
taxation, except with regard to prohibited transactions and the other
transactions described under "--REMICs--Prohibited Transactions Tax and Other
Taxes" below. Rather, a holder of REMIC residual certificates must generally
include in income the taxable income or net loss of the related REMIC.
Accordingly, the Internal Revenue Code treats the REMIC residual certificates
much differently than it would if they were direct ownership interests in the
related mortgage loans or as debt instruments issued by the related REMIC.

     Holders of REMIC residual certificates generally will be required to report
their daily portion of the taxable income or, subject to the limitations noted
in this discussion, the net loss of the related REMIC for each day during a
calendar quarter that they own those certificates. For this purpose, the taxable
income or net loss of the REMIC will be allocated to each day in the calendar
quarter ratably using a "30 days per month/90 days per quarter/360 days per
year" convention unless we otherwise disclose in the related prospectus
supplement. These


                                     -154-



daily amounts then will be allocated among the holders of the REMIC residual
certificates in proportion to their respective ownership interests on that day.
Any amount included in the residual certificateholders' gross income or allowed
as a loss to them by virtue of this paragraph will be treated as ordinary income
or loss. The taxable income of the REMIC will be determined under the rules
described below in "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Taxable Income of the REMIC." Holders of REMIC residual
certificates must report the taxable income of the related REMIC without regard
to the timing or amount of cash payments by the REMIC until the REMIC's
termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Internal Revenue Code on the deductibility of "passive losses."

     A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that
modifications of the general rules may be made, by regulations, legislation or
otherwise to reduce, or increase, the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC
residual certificate from a prior holder at a price other than the adjusted
basis that the REMIC residual certificate would have had in the hands of an
original holder of that certificate. The Treasury regulations, however, do not
provide for these modifications.

     Any payments that you receive from the seller of a REMIC residual
certificate in connection with the acquisition of that certificate will be
income to you.

     The Treasury Department has issued final regulations, effective May 11,
2004, which address the federal income tax treatment of "inducement fees"
received by transferees of noneconomic REMIC residual interests. The final
regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss to its holder. The final
regulations provide two safe harbor methods which permit transferees to include
inducement fees in income, either (i) in the same amounts and over the same
period that the taxpayer uses for financial reporting purposes, provided that
such period is not shorter than the period the REMIC is expected to generate
taxable income or (ii) ratably over the remaining anticipated weighted average
life of all the regular and residual interests issued by the REMIC, determined
based on actual distributions projected as remaining to be made on such
interests under the prepayment assumption. If the holder of a REMIC residual
interest sells or otherwise disposes of the residual certificate, any
unrecognized portion of the inducement fee must be taken into account at the
time of the sale or disposition. The final regulations also provide that an
inducement fee shall be treated as income from sources within the United States.
In addition, the IRS has issued administrative guidance addressing the
procedures by which transferees of noneconomic REMIC residual interests may
obtain automatic consent from the IRS to change the method of accounting for
REMIC inducement fee income to one of the safe harbor methods provided in these
final regulations (including a change from one safe harbor method to the other
safe harbor method). Prospective purchasers of the REMIC residual certificates
are encouraged to consult with their tax advisors regarding the effect of these
final regulations and the related guidance regarding the procedures for
obtaining automatic consent to change the method of accounting.

     Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

     o    other sources of funds sufficient to pay any federal income taxes due
          as a result of your ownership of REMIC residual certificates, or


                                     -155-



     o    unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to:

     o    excess inclusions,

     o    residual interests without significant value, and

     o    noneconomic residual interests.

     The fact that the tax liability associated with this income allocated to
you may exceed the cash payments received by you for the corresponding period
may significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your REMIC residual certificates until
subsequent tax years. Even then, the extra income may not be completely offset
due to changes in the Internal Revenue Code, tax rates or character of the
income or loss. Therefore, REMIC residual certificates will ordinarily have a
negative value at the time of issuance. See "RISK FACTORS--Residual Interests in
a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."

     Taxable Income of the REMIC. The taxable income of a REMIC will equal:

     o    the income from the mortgage loans and other assets of the REMIC; plus

     o    any cancellation of indebtedness income due to the allocation of
          realized losses to those REMIC certificates constituting regular
          interests in the REMIC; less the following items--

          1.   the deductions allowed to the REMIC for interest, including
               original issue discount but reduced by any premium on issuance,
               on any class of REMIC certificates constituting regular interests
               in the REMIC, whether offered or not,

          2.   amortization of any premium on the mortgage loans held by the
               REMIC,

          3.   bad debt losses with respect to the mortgage loans held by the
               REMIC, and

          4.   except as described below in this "--Taxable Income of the REMIC"
               subsection, servicing, administrative and other expenses.

     For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under "--REMICs--
Taxation of Owners of REMIC Regular Certificates--Original Issue Discount." The
issue price of a REMIC certificate received in exchange for an interest in
mortgage loans or other property will equal the fair market value of the
interests in the mortgage loans or other property. Accordingly, if one or more
classes of REMIC certificates are retained initially rather than sold, the
related tax administrator may be required to estimate the fair market value of
these interests in order to determine the basis of the REMIC in the mortgage
loans and other property held by the REMIC.


                                     -156-



     Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it holds will be equivalent to the method
for accruing original issue discount income for holders of REMIC regular
certificates. That method is a constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires loans at a market discount
must include that market discount in income currently, as it accrues, on a
constant yield basis. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing the discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.

     A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Internal
Revenue Code to amortize any premium on the mortgage loans that it holds.
Premium on any mortgage loan to which this election applies may be amortized
under a constant yield method, presumably taking into account the prepayment
assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute regular interests in the
REMIC, whether or not offered hereby, as if those certificates were indebtedness
of the REMIC. Original issue discount will be considered to accrue for this
purpose as described above under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." However, the de minimis rule described
in that section will not apply in determining deductions.

     If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest deductions
that are allowed to the REMIC in each taxable year with respect to those
certificates will be reduced by an amount equal to the portion of that excess
that is considered to be amortized in that year. It appears that this excess
should be amortized under a constant yield method in a manner analogous to the
method of accruing original issue discount described above under "--REMICs--
Taxation of Owners of REMIC Regular Certificates--Original Issue Discount."

     As a general rule, the taxable income of a REMIC will be determined as if
the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting. However, no item of income, gain, loss
or deduction allocable to a prohibited transaction will be taken into account.
See "--REMICs--Prohibited Transactions Tax and Other Taxes" below. Further, the
limitation on miscellaneous itemized deductions imposed on individuals by
Section 67 of the Internal Revenue Code will not be applied at the REMIC level
so that the REMIC will be allowed full deductions for servicing, administrative
and other non-interest expenses in determining its taxable income. All those
expenses will be allocated as a separate item to the holders of the related
REMIC certificates, subject to the limitation of Section 67 of the Internal
Revenue Code. See "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Possible Pass-Through of Miscellaneous Itemized Deductions" below.
If the deductions allowed to the REMIC exceed its gross income for a calendar
quarter, the excess will be the net loss for the REMIC for that calendar
quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to:

     o    the amount paid for that REMIC residual certificate,

     o    increased by amounts included in the income of the holder of that
          REMIC residual certificate, and


                                     -157-



     o    decreased, but not below zero, by payments made, and by net losses
          allocated, to the holder of that REMIC residual certificate.

     A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

     Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

     A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's allocable
share of taxable income of the related REMIC. However, these increases in basis
may not occur until the end of the calendar quarter, or perhaps the end of the
calendar year, with respect to which the related REMIC's taxable income is
allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the distributions to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these payments,
gain will be recognized to that holder on these distributions. This gain will be
treated as gain from the sale of its REMIC residual certificate.

     The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only recover
its basis:

     o    through distributions,

     o    through the deduction of any net losses of the REMIC, or

     o    upon the sale of its REMIC residual certificate.

See "--REMICs--Sales of REMIC Certificates" below.

     For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC residual certificate other than an
original holder see "--REMICs--Taxation of Owners of REMIC Residual
Certificates--General" above. These adjustments could require a holder of a
REMIC residual certificate to account for any difference between the cost of the
certificate to the holder and the adjusted basis of the certificate would have
been in the hands of an original holder.

     Excess Inclusions. Any excess inclusions with respect to a REMIC residual
certificate will be subject to federal income tax in all events. In general, the
excess inclusions with respect to a REMIC residual certificate for any calendar
quarter will be the excess, if any, of:

     o    the daily portions of REMIC taxable income allocable to that
          certificate, over

     o    the sum of the daily accruals for each day during the quarter that the
          certificate was held by that holder.


                                     -158-



     The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the long-term Federal rate in effect on the date of
initial issuance. For this purpose, the adjusted issue price of a REMIC residual
certificate as of the beginning of any calendar quarter will be equal to:

     o    the issue price of the certificate, increased by

     o    the sum of the daily accruals for all prior quarters, and decreased,
          but not below zero, by

     o    any payments made with respect to the certificate before the beginning
          of that quarter.

     The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

     Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

     For holders of REMIC residual certificates, excess inclusions:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities,

     o    will be treated as unrelated business taxable income to an otherwise
          tax-exempt organization, and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty with respect to the 30% United States
          withholding tax imposed on payments to holders of REMIC residual
          certificates that are foreign investors.

See, however, "--REMICs--Foreign Investors in REMIC Certificates" below.

     Furthermore, for purposes of the alternative minimum tax:

     o    excess inclusions will not be permitted to be offset by the
          alternative tax net operating loss deduction, and

     o    alternative minimum taxable income may not be less than the taxpayer's
          excess inclusions.

     This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

     In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the total excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The total
excess inclusions referred to in the previous sentence will be reduced, but not
below zero,


                                     -159-



by any REIT taxable income, within the meaning of Section 857(b)(2) of the
Internal Revenue Code, other than any net capital gain. Treasury regulations yet
to be issued could apply a similar rule to:

     o    regulated investment companies,

     o    common trusts, and

     o    some cooperatives.

The Treasury regulations, however, currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of noneconomic REMIC residual certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the noneconomic REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document:

     o    the present value of the expected future payments on the REMIC
          residual certificate equals at least the present value of the expected
          tax on the anticipated excess inclusions, and

     o    the transferor reasonably expects that the transferee will receive
          payments with respect to the REMIC residual certificate at or after
          the time the taxes accrue on the anticipated excess inclusions in an
          amount sufficient to satisfy the accrued taxes.

     The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

     Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Governing Document that are intended to reduce the
possibility of any transfer being disregarded. These restrictions will require
an affidavit:

     o    from each party to the transfer, stating that no purpose of the
          transfer is to impede the assessment or collection of tax,

     o    from the prospective transferee, providing representations as to its
          financial condition and that it understands that, as the holder of a
          non-economic REMIC residual certificate, it may incur tax liabilities
          in excess of any cash flows generated by the REMIC residual
          certificate and that such transferee intends to pay its taxes
          associated with holding such REMIC residual certificate as they become
          due, and

     o    from the prospective transferor, stating that it has made a reasonable
          investigation to determine the transferee's historic payment of its
          debts and ability to continue to pay its debts as they come due in the
          future.

     Final Treasury regulations issued on July 18, 2002 (the "Safe Harbor
Regulations"), provide that transfers of noneconomic residual interests must
meet two additional requirements to qualify for the safe harbor: (i) the
transferee must represent that it will not cause income from the noneconomic
residual interest to be attributable to


                                     -160-



a foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty, hereafter a "foreign branch") of the transferee or
another U.S. taxpayer, and (ii) the transfer must satisfy either an "asset test"
or a "formula test" provided under the REMIC Regulations. A transfer to an
"eligible corporation," generally a domestic corporation, will satisfy the asset
test if: at the time of the transfer, and at the close of each of the
transferee's two fiscal years preceding the transferee's fiscal year of
transfer, the transferee's gross and net assets for financial reporting purposes
exceed $100 million and $10 million, respectively, in each case, exclusive of
any obligations of certain related persons, the transferee agrees in writing
that any subsequent transfer of the interest will be to another eligible
corporation in a transaction that satisfies the asset test, and the transferor
does not know or have reason to know, that the transferee will not honor these
restrictions on subsequent transfers, and a reasonable person would not
conclude, based on the facts and circumstances known to the transferor on or
before the date of the transfer (specifically including the amount of
consideration paid in connection with the transfer of the noneconomic residual
interest) that the taxes associated with the residual interest will not be paid.
In addition, the direct or indirect transfer of the residual interest to a
foreign branch of a domestic corporation is not treated as a transfer to an
eligible corporation under the asset test. The "formula test" makes the safe
harbor unavailable unless the present value of the anticipated tax liabilities
associated with holding the residual interest did not exceed the sum of:

     o    the present value of any consideration given to the transferee to
          acquire the interest,

     o    the present value of the expected future distributions on the
          interest, and

     o    the present value (computed using a discount rate equal to the
          applicable Federal short-term rate) of the anticipated tax savings
          associated with the holding of the interest as the REMIC generates
          losses.

     If the transferee has been subject to the alternative minimum tax in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate, then it may use the alternative
minimum tax rate in lieu of the corporate tax rate. In addition, the direct or
indirect transfer of the residual interest to a foreign branch of a domestic
corporation is not treated as a transfer to an eligible corporation under the
formula test.

     The Governing Document will require that all transferees of residual
certificates furnish an affidavit as to the applicability of one of the safe
harbors of the Safe Harbor Regulations, unless the transferor has waived the
requirement that the transferee do so.

     Prospective investors are encouraged to consult their own tax advisors as
to the applicability and effect of these alternative safe harbor tests.

     Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor with respect to that purported transfer.

     We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered noneconomic residual interests
under the Treasury regulations. However, we will base any disclosure that a
REMIC residual certificate will not be considered noneconomic upon various
assumptions. Further, we will make no representation that a REMIC residual
certificate will not be considered noneconomic for purposes of the
above-described rules.


                                     -161-



     See "--REMICs--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of REMIC residual certificates
to foreign persons.

     Mark-to-Market Rules. Regulations under Section 475 of the Internal Revenue
Code require that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. These regulations provide that for purposes of
this mark-to-market requirement, a REMIC residual certificate is not treated as
a security for purposes of Section 475 of the Internal Revenue Code. Thus, a
REMIC residual certificate is not subject to the mark-to-market rules. We
recommend that prospective purchasers of a REMIC residual certificate consult
their tax advisors regarding these regulations.

     Transfers of REMIC Residual Certificates to Investors That Are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,
transfers of REMIC residual certificates to investors that are foreign persons
under the Internal Revenue Code will be prohibited under the related Governing
Documents.

     Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

     If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,

     then--

     o    an amount equal to this individual's, estate's or trust's share of
          these fees and expenses will be added to the gross income of this
          holder, and

     o    the individual's, estate's or trust's share of these fees and expenses
          will be treated as a miscellaneous itemized deduction allowable
          subject to the limitation of Section 67 of the Internal Revenue Code,
          which permits the deduction of these fees and expenses only to the
          extent they exceed, in total, 2% of a taxpayer's adjusted gross
          income.

     In addition, Section 68 of the Internal Revenue Code currently provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced by the
lesser of:

     o    3% of the excess, if any, of such taxpayer's adjusted gross income
          over such specified amount, or

     o    80% of the amount of itemized deductions otherwise allowable for such
          tax year.


                                     -162-



     The Economic Growth and Tax Relief Reconciliation Act of 2001 repeals the
Section 68 overall limitation on itemized deductions. Subject to a sunset
provision, the repeal is phased-in over five years as follows. The otherwise
applicable Section 68 overall limitation on itemized deductions described above
is (i) reduced by one-third for taxable years beginning in 2006 and 2007, (ii)
reduced by two-thirds for taxable years beginning in 2008 and 2009, (iii) not
applicable for taxable years beginning in 2010 and (iv) applicable without
reduction pursuant to a sunset provision for taxable years beginning in 2011.
Furthermore, in determining the alternative minimum taxable income of a holder
of a REMIC certificate that is--

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,

no deduction will be allowed for the holder's allocable portion of servicing
fees and other miscellaneous itemized deductions of the REMIC, even though an
amount equal to the amount of these fees and other deductions will be included
in the holder's gross income.

     The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Internal Revenue Code, or the complete disallowance of the related
expenses for alternative minimum tax purposes, may be substantial.

     Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for:

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts.

     We recommend that those prospective investors consult with their tax
advisors prior to making an investment in a REMIC certificate to which these
expenses are allocated.

     Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal:

     o    the cost of the certificate to that certificateholder, increased by

     o    income reported by that certificateholder with respect to the
          certificate, including original issue discount and market discount
          income, and reduced, but not below zero, by

     o    payments on the certificate received by that certificateholder,
          amortized premium and realized losses allocated to the certificate and
          previously deducted by the certificateholder.

     The adjusted basis of a REMIC residual certificate will be determined as
described above under "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions." Except as described
below in this "--Sales of REMIC Certificates" subsection, any gain or loss from
your sale of


                                     -163-



a REMIC certificate will be capital gain or loss, provided that you hold the
certificate as a capital asset within the meaning of Section 1221 of the
Internal Revenue Code, which is generally property held for investment.

     In addition to the recognition of gain or loss on actual sales, the
Internal Revenue Code requires the recognition of gain, but not loss, upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,

     o    pay interest at a fixed or variable rate, and

     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income recognized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss is
relevant for other purposes to both individuals and corporations.

     Gain from the sale of a REMIC regular certificate that might otherwise be a
capital gain will be treated as ordinary income to the extent that the gain does
not exceed the excess, if any, of:

     o    the amount that would have been includible in the seller's income with
          respect to that REMIC regular certificate assuming that income had
          accrued on the certificate at a rate equal to 110% of the applicable
          Federal rate determined as of the date of purchase of the certificate,
          which is a rate based on an average of current yields on Treasury
          securities having a maturity comparable to that of the certificate
          based on the application of the prepayment assumption to the
          certificate, over

     o    the amount of ordinary income actually includible in the seller's
          income prior to that sale.

     In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as
ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held by the seller, reduced by any
market discount included in income under the rules described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
and "--Premium."

     REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section of the Internal Revenue Code applies will be ordinary
income or loss.


                                     -164-



     A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Internal Revenue Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk,
if substantially all of the taxpayer's return is attributable to the time value
of the taxpayer's net investment in that transaction. The amount of gain so
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate applicable Federal rate at
the time the taxpayer enters into the conversion transaction, subject to
appropriate reduction for prior inclusion of interest and other ordinary income
items from the transaction.

     Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the
period beginning six months before, and ending six months after, the date of
that sale the seller of that certificate:

     o    reacquires that same REMIC residual certificate,

     o    acquires any other residual interest in a REMIC, or

     o    acquires any similar interest in a taxable mortgage pool, as defined
          in Section 7701(i) of the Internal Revenue Code.

In that event, any loss realized by the holder of a REMIC residual certificate
on the sale will not be recognized or deductible currently, but instead will be
added to that holder's adjusted basis in the newly-acquired asset.

     Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions, a prohibited
transaction includes:

     o    the disposition of a non-defaulted mortgage loan,

     o    the receipt of income from a source other than a mortgage loan or
          other Permitted Investments,

     o    the receipt of compensation for services, or

     o    the gain from the disposition of an asset purchased with collections
          on the mortgage loans for temporary investment pending payment on the
          REMIC certificates.

     It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

     In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on Net Income From Foreclosure Property, determined by reference to the rules
applicable to REITs. The related Governing Documents may permit the special
servicer to conduct activities with respect to a mortgaged property acquired by


                                     -165-



one of our trusts in a manner that causes the trust to incur this tax, if doing
so would, in the reasonable discretion of the special servicer, maximize the net
after-tax proceeds to certificateholders. However, under no circumstance may the
special servicer allow the acquired mortgaged property to cease to be a
"Permitted Investment" under Section 860G(a)(5) of the Internal Revenue Code.

     Unless we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
particular contributions or Net Income From Foreclosure Property, and any state
or local income or franchise tax, that may be imposed on the REMIC will be borne
by the related trustee, tax administrator, master servicer, special servicer or
manager, in any case out of its own funds, provided that--

     o    the person has sufficient assets to do so, and

     o    the tax arises out of a breach of that person's obligations under
          select provisions of the related Governing Document.

     Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.

     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Particular Organizations. If a REMIC residual certificate is transferred to a
Disqualified Organization, a tax will be imposed in an amount equal to the
product of:

     o    the present value of the total anticipated excess inclusions with
          respect to the REMIC residual certificate for periods after the
          transfer, and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

     The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:

     o    events that have occurred up to the time of the transfer,

     o    the prepayment assumption, and

     o    any required or permitted clean up calls or required liquidation
          provided for in the related Governing Document.

     The tax on transfers to Disqualified Organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a Disqualified Organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if:

     o    the transferee furnishes to the transferor an affidavit that the
          transferee is not a Disqualified Organization, and


                                     -166-



     o    as of the time of the transfer, the transferor does not have actual
          knowledge that the affidavit is false.

     In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
that entity equal to the product of:

     o    the amount of excess inclusions on the certificate that are allocable
          to the interest in the Pass-Through Entity held by the Disqualified
          Organization, and

     o    the highest marginal federal income tax rate imposed on corporations.

     A Pass-Through Entity will not be subject to this tax for any period,
however, if each record holder of an interest in that Pass-Through Entity
furnishes to that Pass-Through Entity:

     o    the holder's social security number and a statement under penalties of
          perjury that the social security number is that of the record holder,
          or

     o    a statement under penalties of perjury that the record holder is not a
          Disqualified Organization.

     If an Electing Large Partnership holds a REMIC residual certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on Electing Large Partnerships must
be paid even if each record holder of an interest in that partnership provides a
statement mentioned in the prior paragraph.

     In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a
Pass-Through Entity.

     Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that:

     o    the residual interests in the entity are not held by Disqualified
          Organizations, and

     o    the information necessary for the application of the tax described in
          this prospectus will be made available.

     We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and other provisions that are intended
to meet this requirement, and we will discuss those restrictions and provisions
in any prospectus supplement relating to the offering of any REMIC residual
certificate.

     Termination. A REMIC will terminate immediately after the distribution date
following receipt by the REMIC of the final payment with respect to the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated
as a partnership and holders of the related REMIC residual


                                     -167-



certificates will be treated as partners. Unless we otherwise state in the
related prospectus supplement, the related tax administrator will file REMIC
federal income tax returns on behalf of the REMIC, and will be designated as and
will act as or on behalf of the tax matters person with respect to the REMIC in
all respects.

     As, or as agent for, the tax matters person, the related tax administrator,
subject to applicable notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC and
the holders of the REMIC residual certificates in connection with the
administrative and judicial review of the REMIC's--

     o    income,

     o    deductions,

     o    gains,

     o    losses, and

     o    classification as a REMIC.

     Holders of REMIC residual certificates generally will be required to report
these REMIC items consistently with their treatment on the related REMIC's tax
return. In addition, these holders may in some circumstances be bound by a
settlement agreement between the related tax administrator, as, or as agent for,
the tax matters person, and the IRS concerning any REMIC item. Adjustments made
to the REMIC's tax return may require these holders to make corresponding
adjustments on their returns. An audit of the REMIC's tax return, or the
adjustments resulting from that audit, could result in an audit of a holder's
return.

     No REMIC will be registered as a tax shelter under section 6111 of the
Internal Revenue Code. Any person that holds a REMIC residual certificate as a
nominee for another person may be required to furnish to the related REMIC, in a
manner to be provided in Treasury regulations, the name and address of that
other person, as well as other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent or made readily available through electronic means to
individual holders of REMIC regular certificates and the IRS. Holders of REMIC
regular certificates that are--

     o    corporations,

     o    trusts,

     o    securities dealers, and

     o    various other non-individuals,

will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of:

     o    30 days after the end of the quarter for which the information was
          requested, or


                                     -168-



     o    two weeks after the receipt of the request.

     Reporting with respect to REMIC residual certificates, including--

     o    income,

     o    excess inclusions,

     o    investment expenses, and

     o    relevant information regarding qualification of the REMIC's assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

     As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount."

     Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the related tax administrator for the subject REMIC.

     Backup Withholding with Respect to REMIC Certificates. Payments of interest
and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the backup withholding tax under Section 3406 of
the Internal Revenue Code if recipients of these payments:

     o    fail to furnish to the payor information regarding, among other
          things, their taxpayer identification numbers, or

     o    otherwise fail to establish an exemption from this tax.

     Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.

     Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that
is--

     o    a foreign person, and

     o    not subject to federal income tax as a result of any direct or
          indirect connection to the United States in addition to its ownership
          of that certificate,

will normally not be subject to United States federal income or withholding tax
with respect to a payment on a REMIC regular certificate. To avoid withholding
or tax, that holder must comply with applicable identification requirements.
These requirements include delivery of a statement, signed by the
certificateholder under penalties of perjury, certifying that the
certificateholder is a foreign person and providing the name, address and any
other


                                     -169-



information with respect to the certificateholder as may be required by
regulations issued by the Treasury Department. Special rules apply to
partnerships, estates and trusts, and in certain circumstances certifications as
to foreign status and other matters may be required to be provided by partners
and beneficiaries thereof.

     For these purposes, a foreign person is anyone other than a U.S. Person.

     It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original issue
discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

     It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the
exemption from withholding taxes described above may also not be available to a
holder who is a foreign person and either--

     o    owns 10% or more of one or more underlying mortgagors, or

     o    if the holder is a controlled foreign corporation, is related to one
          or more mortgagors in the applicable trust.

     Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, it is recommended that certificateholders
who are nonresident alien individuals consult their tax advisors concerning this
question.

     Unless we otherwise state in the related prospectus supplement, the related
Governing Document will prohibit transfers of REMIC residual certificates to
investors that are:

     o    foreign persons, or

     o    U.S. Persons, if classified as a partnership under the Internal
          Revenue Code, unless all of their beneficial owners are U.S. Persons
          and the partnership agreement prohibits transfers of partnership
          interests to non-U.S. Persons.

GRANTOR TRUSTS

     Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion of that trust, will be classified as a
grantor trust under subpart E, part I of subchapter J of the Internal Revenue
Code and not as a partnership or an association taxable as a corporation.

     A grantor trust certificate may be classified as either of the following
types of certificate:

     o    a grantor trust fractional interest certificate representing an
          undivided equitable ownership interest in the principal of the
          mortgage loans constituting the related grantor trust, together with
          interest, if any, on those loans at a pass-through rate; or

     o    a grantor trust strip certificate representing ownership of all or a
          portion of the difference between--


                                     -170-



          1.   interest paid on the mortgage loans constituting the related
               grantor trust, minus

          2.   the sum of:

               o    normal administration fees, and

               o    interest paid to the holders of grantor trust fractional
                    interest certificates issued with respect to that grantor
                    trust

     A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related grantor
trust.

     Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in:

     o    "loans . . . secured by an interest in real property" within the
          meaning of Section 7701(a)(19)(C)(v) of the Internal Revenue Code, but
          only to the extent that the underlying mortgage loans have been made
          with respect to property that is used for residential or other
          prescribed purposes;

     o    "obligation[s] (including any participation or certificate of
          beneficial ownership therein) which . . . [are] principally secured by
          an interest in real property" within the meaning of Section 860G(a)(3)
          of the Internal Revenue Code; and

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code.

     In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Internal
Revenue Code.

     Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--

     o    consisting of mortgage loans that are "loans . . . secured by an
          interest in real property" within the meaning of Section
          7701(a)(19)(C)(v) of the Internal Revenue Code,

     o    consisting of mortgage loans that are "real estate assets" within the
          meaning of Section 856(c)(5)(B) of the Internal Revenue Code, and

     o    the interest on which is "interest on obligations secured by mortgages
          on real property" within the meaning of Section 856(c)(3)(B) of the
          Internal Revenue Code,

it is unclear whether the grantor trust strip certificates, and the income from
those certificates, will be so characterized. We recommend that prospective
purchasers to which the characterization of an investment in grantor trust strip
certificates is material consult their tax advisors regarding whether the
grantor trust strip certificates, and the income from those certificates, will
be so characterized.


                                     -171-



     o    The grantor trust strip certificates will be "obligation[s] (including
          any participation or certificate of beneficial ownership therein)
          which . . . [are] principally secured by an interest in real property"
          within the meaning of Section 860G(a)(3)(A) of the Internal Revenue
          Code.

     Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of grantor trust fractional
interest certificates generally:

     o    will be required to report on their federal income tax returns their
          shares of the entire income from the underlying mortgage loans,
          including amounts used to pay reasonable servicing fees and other
          expenses, and

     o    will be entitled to deduct their shares of any reasonable servicing
          fees and other expenses.

     Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

     Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or
through some types of pass-through entities a deduction for any reasonable
servicing fees and expenses only to the extent that the total of the holder's
miscellaneous itemized deductions exceeds two percent of the holder's adjusted
gross income.

     Section 68 of the Internal Revenue Code currently reduces the amount of
itemized deductions otherwise allowable for an individual whose adjusted gross
income exceeds a specified amount. The Economic Growth and Tax Relief
Reconciliation Act of 2001 repeals the Section 68 overall limitation on itemized
deductions. Subject to a sunset provision, the repeal is phased-in over five
years as follows. The otherwise applicable Section 68 overall limitation on
itemized deductions described above is (i) reduced by one-third for taxable
years beginning in 2006 and 2007, (ii) reduced by two-thirds for taxable years
beginning in 2008 and 2009, (iii) not applicable for taxable years beginning in
2010 and (iv) applicable without reduction pursuant to a sunset provision for
taxable years beginning in 2011.

     The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may be substantial.
Further, certificateholders, other than corporations, subject to the alternative
minimum tax may not deduct miscellaneous itemized deductions in determining
their alternative minimum taxable income.

     Although it is not entirely clear, it appears that in transactions in which
multiple classes of grantor trust certificates, including grantor trust strip
certificates, are issued, any fees and expenses should be allocated among those
classes of grantor trust certificates. The method of this allocation should
recognize that each class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, we
currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.

     The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Internal Revenue Code. Grantor trust
fractional interest certificates may be subject to those rules if:

     o    a class of grantor trust strip certificates is issued as part of the
          same series, or


                                     -172-



     o    we or any of our affiliates retain, for our or its own account or for
          purposes of resale, a right to receive a specified portion of the
          interest payable on an underlying mortgage loan.

     Further, the IRS has ruled that an unreasonably high servicing fee retained
by a seller or servicer will be treated as a retained ownership interest in
mortgage loans that constitutes a stripped coupon. We will include in the
related prospectus supplement information regarding servicing fees paid out of
the assets of the related trust to:

     o    a master servicer,

     o    a special servicer,

     o    any sub-servicer, or

     o    their respective affiliates.

     With respect to certain categories of debt instruments, Section 1272(a)(6)
of the Internal Revenue Code requires the use of a reasonable prepayment
assumption in accruing original issue discount, and adjustments in the accrual
of original issue discount when prepayments do not conform to the prepayment
assumption.

     Legislation enacted in 1997 extended the scope of that section to cover
investments in any pool of debt instruments the yield on which may be affected
by reason of prepayments. The precise application of Section 1272(a)(6) of the
Internal Revenue Code to pools of debt instruments is unclear in certain
respects. For example, it is uncertain whether a prepayment assumption will be
applied collectively to all of a taxpayer's investments in these pools of debt
instruments, or on an investment-by-investment basis. Similarly, it is not clear
whether the assumed prepayment rate as to investments in grantor trust
fractional interest certificates is to be determined based on conditions at the
time of the first sale of the certificate or, with respect to any holder, at the
time of purchase of the certificate by that holder.

     We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount, market discount and premium with respect to
grantor trust fractional interest certificates.

     In light of the application of Section 1286 of the Internal Revenue Code, a
beneficial owner of a stripped bond generally will be required to compute
accruals of original issue discount based on its yield, possibly taking into
account its own prepayment assumption. The information necessary to perform the
related calculations for information reporting purposes, however, generally will
not be available to the trustee. Accordingly, any information reporting provided
by the trustee with respect to these stripped bonds, which information will be
based on pricing information as of the closing date, will largely fail to
reflect the accurate accruals of original issue discount for these certificates.
Prospective investors therefore should be aware that the timing of accruals of
original issue discount applicable to a stripped bond generally will be
different than that reported to holders and the IRS. Prospective investors
should consult their own tax advisors regarding their obligation to compute and
include in income the correct amount of original issue discount accruals and any
possible tax consequences to them if they should fail to do so.

     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. This is subject, however, to the discussion below
regarding:

     o    the treatment of some stripped bonds as market discount bonds, and


                                     -173-



     o    de minimis market discount.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates-- Market Discount" below.

     The holder of a grantor trust fractional interest certificate will report
interest income from its grantor trust fractional interest certificate for each
month to the extent it constitutes "qualified stated interest" in accordance
with its normal method of accounting. See "REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" in this prospectus for a
description of qualified stated interest.

     The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on that certificate, other than qualified stated
interest, if any, and the certificate's share of reasonable servicing fees and
other expenses.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest." In general, the amount of that income that accrues
in any month would equal the product of:

     o    the holder's adjusted basis in the grantor trust fractional interest
          certificate at the beginning of the related month, as defined in
          "--Grantor Trusts--Sales of Grantor Trust Certificates," and

     o    the yield of that grantor trust fractional interest certificate to the
          holder.

     The yield would be computed at the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between distribution dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any payments made with respect to any ownership interest in those
mortgage loans retained by us, a master servicer, a special servicer, a
sub-servicer or our or their respective affiliates, but will include the
certificateholder's share of any reasonable servicing fees and other expenses
and is based generally on the method described in Section 1272(a)(6) of the
Internal Revenue Code. The precise means of applying that method is uncertain in
various respects. See "--Grantor Trusts--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--General."

     In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable to
that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when certificates are offered and
          sold under this prospectus, which we will disclose in the related
          prospectus supplement, and


                                     -174-



     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption used or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.

     Under Treasury regulation section 1.1286-1, some stripped bonds are to be
treated as market discount bonds. Accordingly, any purchaser of that bond is to
account for any discount on the bond as market discount rather than original
issue discount. This treatment only applies, however, if immediately after the
most recent disposition of the bond by a person stripping one or more coupons
from the bond and disposing of the bond or coupon:

     o    there is no original issue discount or only a de minimis amount of
          original issue discount, or

     o    the annual stated rate of interest payable on the original bond is no
          more than one percentage point lower than the gross interest rate
          payable on the related mortgage loans, before subtracting any
          servicing fee or any stripped coupon.

     If interest payable on a grantor trust fractional interest certificate is
more than one percentage point lower than the gross interest rate payable on the
related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of:

     o    0.25% of the stated redemption price, and

     o    the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--Grantor Trusts--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.

     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if the stripped bond
rules do not apply, to a grantor trust fractional interest certificate to the
extent it evidences an interest in mortgage loans issued with original issue
discount.

     The original issue discount, if any, on mortgage loans will equal the
difference between:

     o    the stated redemption price of the mortgage loans, and


                                     -175-



     o    their issue price.

     For a definition of "stated redemption price," see "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
those points paid reduces the issue price.

     The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See
"--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     A purchaser of a grantor trust fractional interest certificate may purchase
the grantor trust fractional interest certificate at a cost less than the
certificate's allocable portion of the total remaining stated redemption price
of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the total
original issue discount remaining to be accrued on those mortgage loans.

     The adjusted issue price of a mortgage loan on any given day equals the sum
of:

     o    the adjusted issue price or the issue price, in the case of the first
          accrual period, of the mortgage loan at the beginning of the accrual
          period that includes that day, and

     o    the daily portions of original issue discount for all days during the
          accrual period prior to that day.

     The adjusted issue price of a mortgage loan at the beginning of any accrual
period will equal:

     o    the issue price of the mortgage loan, increased by

     o    the total amount of original issue discount with respect to the
          mortgage loan that accrued in prior accrual periods, and reduced by

     o    the amount of any payments made on the mortgage loan in prior accrual
          periods of amounts included in its stated redemption price.


                                     -176-



     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when the certificates are offered
          and sold under this prospectus and disclosed in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans will in fact prepay at a rate conforming to the
          prepayment assumption or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Market Discount. If the stripped bond rules do not apply to a grantor trust
fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Internal Revenue Code
to the extent an interest in a mortgage loan is considered to have been
purchased at a market discount. A mortgage loan is considered to have been
purchased at a market discount if--

     o    in the case of a mortgage loan issued without original issue discount,
          it is purchased at a price less than its remaining stated redemption
          price, or

     o    in the case of a mortgage loan issued with original issue discount, it
          is purchased at a price less than its adjusted issue price.

     If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described below, through that month that has not
previously been included in income. However, the inclusion will be limited, in
the case of the portion of the discount that is allocable to any mortgage loan,
to the payment of stated redemption price on the mortgage loan that is received
by or, for accrual method certificateholders, due to the trust in that month. A
certificateholder may elect to include market discount in income currently as it
accrues, under a constant yield method based on the yield of the certificate to
the holder, rather than including it on a deferred basis in accordance with the
foregoing. Such market discount will be accrued based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the related
prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.


                                     -177-



     To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.

     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     Further, under the rules described under "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.

     Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Internal Revenue Code to amortize the portion of that premium allocable to
mortgage loans originated after September 27, 1985 using a constant yield
method. Amortizable premium is treated as an offset to interest income on the
related debt instrument, rather than as a separate interest deduction. However,
premium allocable to mortgage loans originated before September 28, 1985 or to
mortgage loans for which an amortization election is not made, should:

     o    be allocated among the payments of stated redemption price on the
          mortgage loan, and

     o    be allowed as a deduction as those payments are made or, for an
          accrual method certificateholder, due.

     It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Internal Revenue Code
similar to that described for calculating the accrual of market discount of
grantor trust fractional interest certificates based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     Taxation of Owners of Grantor Trust Strip Certificates. The stripped coupon
rules of section 1286 of the Internal Revenue Code will apply to the grantor
trust strip certificates. Except as described above under "--Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If
Stripped Bond Rules Apply," no regulations or published rulings under Section
1286 of the Internal Revenue Code have been issued and some uncertainty exists
as to how it will be applied to securities, such as the grantor trust strip
certificates. Accordingly, we recommend that you consult your tax advisors
concerning the method to be used in reporting income or loss with respect to
those certificates.

     The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how
the original issue discount sections of the Internal Revenue Code will be
applied.

     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include as
interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip


                                     -178-



certificate at the beginning of that month and the yield of the grantor trust
strip certificate to you. This yield would be calculated based on:

     o    the price paid for that grantor trust strip certificate by you, and

     o    the projected payments remaining to be made on that grantor trust
          strip certificate at the time of the purchase, plus

     o    an allocable portion of the projected servicing fees and expenses to
          be paid with respect to the underlying mortgage loans.

     Such yield will accrue based generally on the method described in Section
1272(a)(6) of the Internal Revenue Code. The precise means of applying that
method is uncertain in various respects, however. See "Grantor Trusts--Taxation
of Owners of Grantor Trust Fractional Interest Certificates--General."

     If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent his or her basis in the certificate exceeds the maximum amount of
payments you could ever receive with respect to that certificate. However, the
loss may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "RISK FACTORS--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" above.

     The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on:

     o    the prepayment assumption we will disclose in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption or at any other rate or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.


                                    -179-



     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or loss, except as
described below in this "--Sales of Grantor Trust Certificates" subsection. The
amount recognized equals the difference between:

     o    the amount realized on the sale or exchange of a grantor trust
          certificate, and

     o    its adjusted basis.

     The adjusted basis of a grantor trust certificate generally will equal:

     o    its cost, increased by

     o    any income reported by the seller, including original issue discount
          and market discount income, and reduced, but not below zero, by

     o    any and all previously reported losses, amortized premium, and
          payments with respect to that grantor trust certificate.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss
remains relevant for other purposes.

     Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income.
Gain or loss recognized by banks and other financial institutions subject to
Section 582(c) of the Internal Revenue Code will be treated as ordinary income.

     Furthermore, a portion of any gain that might otherwise be capital gain may
be treated as ordinary income to the extent that the grantor trust certificate
is held as part of a "conversion transaction" within the meaning of Section 1258
of the Internal Revenue Code. A conversion transaction generally is one in which
the taxpayer has taken two or more positions in the same or similar property
that reduce or eliminate market risk, if substantially all of the taxpayer's
return is attributable to the time value of the taxpayer's net investment in the
transaction. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate applicable Federal rate at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     The Internal Revenue Code requires the recognition of gain upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,


                                     -180-



     o    pay interest at a fixed or variable rate, and

     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, some grantor trust certificates have
no, or a disproportionately small amount of, principal and these certificates
can be the subject of a constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

     o    the amount of servicing compensation received by a master servicer or
          special servicer, and

     o    all other customary factual information the reporting party deems
          necessary or desirable to enable holders of the related grantor trust
          certificates to prepare their tax returns.

     The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

     Because the rules for accruing discount and amortizing premium with respect
to grantor trust certificates are uncertain in various respects, there is no
assurance the IRS will agree with the information reports of those items of
income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

     On January 24, 2006, the Treasury Department 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:

     o    a custodian of a person's account,

     o    a nominee, and

     o    a broker holding an interest for a customer in street name.

     The trustee, or its designated agent, will be required to calculate and
provide information to requesting persons with respect to the trust in
accordance with these new regulations beginning with respect to the 2007
calendar year. The trustee (or its designated agent), or the applicable
middleman (in the case of interests held


                                     -181-



through a middleman), will be required to file information returns with the IRS
and provide tax information statements to holders in accordance with these new
regulations after December 31, 2007.

     Backup Withholding. In general, the rules described under "--REMICs--Backup
Withholding with Respect to REMIC Certificates" above will also apply to grantor
trust certificates.

     Foreign Investors. In general, the discussion with respect to REMIC regular
certificates under "--REMICs--Foreign Investors in REMIC Certificates" above
applies to grantor trust certificates. However, unless we otherwise specify in
the related prospectus supplement, grantor trust certificates will be eligible
for exemption from U.S. withholding tax, subject to the conditions described in
the discussion above, only to the extent the related mortgage loans were
originated after July 18, 1984.

     To the extent that interest on a grantor trust certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Internal Revenue Code from United
States withholding tax, and the certificate is not held in connection with a
certificateholder's trade or business in the United States, the certificate will
not be subject to United States estate taxes in the estate of a nonresident
alien individual.

                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "FEDERAL
INCOME TAX CONSEQUENCES," potential investors should consider the state and
local tax consequences concerning the offered certificates. State tax law may
differ substantially from the corresponding federal law, and the discussion
above does not purport to describe any aspect of the tax laws of any state or
other jurisdiction. Therefore, we recommend that prospective investors consult
their tax advisors with respect to the various tax consequences of investments
in the offered certificates.

                              ERISA CONSIDERATIONS

GENERAL

     The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Internal Revenue Code consequences, each
potential investor that is a Plan is advised to consult its own legal advisor
with respect to the specific ERISA and Internal Revenue Code consequences of
investing in the offered certificates and to make its own independent decision.
The following is merely a summary and should not be construed as legal advice.

     ERISA imposes various requirements on--

     o    ERISA Plans, and

     o    persons that are fiduciaries with respect to ERISA Plans,

in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans include corporate pension and profit sharing
plans as well as separate accounts and collective investment funds, including as
applicable, insurance company general accounts, in which other ERISA Plans are
invested.

     Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code, church plans are not subject to ERISA
requirements. However, those plans may be subject to provisions of other
applicable federal or state law that are materially similar to the provisions of
ERISA or the Internal Revenue Code discussed in this section. Any of those plans
which is qualified and exempt from taxation under Sections


                                     -182-



401(a) and 501(a) of the Internal Revenue Code, moreover, is subject to the
prohibited transaction rules in Section 503 of the Internal Revenue Code.

     ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of an ERISA Plan, including--

     o    investment prudence and diversification, and

     o    compliance with the investing ERISA Plan's governing documents.

     Section 406 of ERISA also prohibits a broad range of transactions involving
the assets of an ERISA Plan and a Party in Interest with respect to that ERISA
Plan, unless a statutory, regulatory or administrative exemption exists. Section
4975 of the Internal Revenue Code contains similar prohibitions applicable to
the assets of an I.R.C. Plan.

     The types of transactions between Plans and Parties in Interest that are
prohibited include:

     o    sales, exchanges or leases of property;

     o    loans or other extensions of credit; and

     o    the furnishing of goods and services.

     Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue Code
or a penalty imposed under Section 502(i) of ERISA, unless a statutory,
regulatory or administrative exemption is available. In addition, the persons
involved in the prohibited transaction may have to cancel the transaction and
pay an amount to the affected Plan for any losses realized by that Plan or
profits realized by those persons. In addition, individual retirement accounts
involved in the prohibited transaction may be disqualified, resulting in adverse
tax consequences to the owner of the account.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets of the related trust to be deemed assets of
that Plan. Section 2510.3-101 of the Plan Asset Regulations, as modified by
Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in
an entity, the assets of that Plan include both that equity interest and an
undivided interest in each of the underlying assets of the entity, unless an
exception applies. One exception is that the equity participation in the entity
by benefit plan investors, which include both Plans and entities using assets of
Plans, is not significant. The equity participation by benefit plan investors
will be significant on any date if 25% or more of the value of any class of
equity interests in the entity is held by benefit plan investors. The percentage
owned by benefit plan investors is determined by excluding the investments of
the following persons:

     1.   those with discretionary authority or control over the assets of the
          entity,

     2.   those who provide investment advice directly or indirectly for a fee
          with respect to the assets of the entity, and

     3.   those who are affiliates of the persons described in the preceding
          clauses 1. and 2.


                                     -183-



     In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.

     A fiduciary of an investing Plan is any person who--

     o    has discretionary authority or control over the management or
          disposition of the assets of the Plan, or

     o    provides investment advice with respect to the assets of the Plan for
          a fee.

     If the mortgage and other assets included in one of our trusts are Plan
assets, then any party exercising management or discretionary control regarding
those assets, such as the related trustee, master servicer or special servicer,
or affiliates of any of these parties, may be--

     o    deemed to be a fiduciary with respect to the investing Plan, and

     o    subject to the fiduciary responsibility provisions of ERISA.

In addition, if the mortgage and other assets included in one of our trusts are
Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or Section 4975 of the Internal Revenue Code. For
example, if a borrower with respect to a mortgage loan in that trust is a Party
in Interest to an investing Plan, then the purchase by that Plan of offered
certificates evidencing interests in that trust could be a prohibited loan
between that Plan and the Party in Interest.

     The Plan Asset Regulation provides that when a Plan purchases a "guaranteed
governmental mortgage pool certificate," the assets of the Plan include the
certificate but do not include any of the mortgages underlying the certificate.
The Plan Asset Regulation includes in the definition of a "guaranteed
governmental mortgage pool certificate" some certificates issued and/or
guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae. Accordingly, even if these
types of mortgaged-backed securities were deemed to be assets of a Plan, the
underlying mortgages would not be treated as assets of that Plan. Private label
mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities are not "guaranteed governmental mortgage pool
certificates" within the meaning of the Plan Asset Regulation.

     In addition, the acquisition or holding of offered certificates by or on
behalf of a Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing Plan.

     If you are the fiduciary of a Plan, you are encouraged to consult your
counsel and review the ERISA discussion in the related prospectus supplement
before purchasing any offered certificates on behalf of or with assets of the
Plan.

PROHIBITED TRANSACTION EXEMPTIONS

     If you are a Plan fiduciary, then, in connection with your deciding whether
to purchase any of the offered certificates on behalf of, or with assets of, a
Plan, you should consider the availability of one of the following prohibited
transaction class exemptions issued by the U.S. Department of Labor:


                                     -184-



     o    Prohibited Transaction Class Exemption 75-1, which exempts particular
          transactions involving Plans and broker-dealers, reporting dealers and
          banks;

     o    Prohibited Transaction Class Exemption 90-1, which exempts particular
          transactions between insurance company separate accounts and Parties
          in Interest;

     o    Prohibited Transaction Class Exemption 91-38, which exempts particular
          transactions between bank collective investment funds and Parties in
          Interest;

     o    Prohibited Transaction Class Exemption 84-14, which exempts particular
          transactions effected on behalf of an ERISA Plan by a "qualified
          professional asset manager;"

     o    Prohibited Transaction Class Exemption 95-60, which exempts particular
          transactions between insurance company general accounts and Parties in
          Interest; and

     o    Prohibited Transaction Class Exemption 96-23, which exempts particular
          transactions effected on behalf of an ERISA Plan by an "in-house asset
          manager."

     In addition, the Pension Protection Act of 2006 provides a statutory
exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code
from certain prohibited transactions between a Plan or person using assets of a
Plan and a person or entity that is a party in interest or disqualified person
to such Plan solely by reason of providing services to such plan or entity
(other than a party in interest or a disqualified person that is a fiduciary, or
its affiliate, that has or exercises discretionary authority or control or
renders investment advice with respect to the assets of the plan or entity
involved in the transaction), provided that there is adequate consideration for
the transaction.

     We cannot provide any assurance that any of these exemptions will apply
with respect to any particular investment by or on behalf of a Plan in any class
of offered certificates. Furthermore, even if any of them were deemed to apply,
that particular class exemption may not apply to all transactions that could
occur in connection with the investment. The prospectus supplement with respect
to the offered certificates of any series may contain additional information
regarding the availability of other exemptions with respect to those
certificates.

UNDERWRITER'S EXEMPTION

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. The U.S.
Department of Labor issued PTE 90-29 to Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Subject to the satisfaction of the conditions specified in that
exemption, PTE 90-29, as most recently amended by PTE 2007-5, generally exempts
from the application of the prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code, various transactions relating to,
among other things--

     o    the servicing and operation of some mortgage asset pools, such as the
          types of mortgage asset pools that will be included in our trusts, and

     o    the purchase, sale and holding of some certificates such as particular
          classes of the offered certificates that evidence interests in those
          pools and are underwritten by Merrill Lynch, Pierce, Fenner & Smith
          Incorporated or any person affiliated with Merrill Lynch, Pierce,
          Fenner & Smith Incorporated.


                                     -185-



     The related prospectus supplement will state whether PTE 90-29 is or may be
available with respect to any offered certificates underwritten by Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

INSURANCE COMPANY GENERAL ACCOUNTS

     Section 401(c) of ERISA provides that the fiduciary and prohibited
transaction provisions of ERISA and the Internal Revenue Code do not apply to
transactions involving an insurance company general account where the assets of
the general account are not Plan assets. A Department of Labor regulation issued
under Section 401(c) of ERISA provides guidance for determining, in cases where
insurance policies supported by an insurer's general account are issued to or
for the benefit of a Plan on or before December 31, 1998, which general account
assets are Plan assets. That regulation generally provides that, if the
specified requirements are satisfied with respect to insurance policies issued
on or before December 31, 1998, the assets of an insurance company general
account will not be Plan assets.

     Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998, or issued to a Plan on or
before December 31, 1998 for which the insurance company does not comply with
the requirements set forth in the Department of Labor regulation under Section
401(c) of ERISA, may be treated as Plan assets. In addition, because Section
401(c) of ERISA and the regulation issued under Section 401(c) of ERISA do not
relate to insurance company separate accounts, separate account assets are still
treated as Plan assets of Plans invested in the separate account. If you are an
insurance company and you are contemplating the investment of general account
assets in offered certificates, you should consult your legal counsel as to the
applicability of Section 401(c) of ERISA.

CONSULTATION WITH COUNSEL

     If you are a fiduciary of a Plan and you intend to purchase offered
certificates on behalf of or with assets of that Plan, you should:

     o    consider your general fiduciary obligations under ERISA, and

     o    consult with your legal counsel as to--

          1.   the potential applicability of ERISA and Section 4975 of the
               Internal Revenue Code to that investment, and

          2.   the availability of any prohibited transaction exemption in
               connection with that investment.

TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation under Section 501 of the
Internal Revenue Code will be subject to federal income taxation to the extent
that its income is "unrelated business taxable income" within the meaning of
Section 512 of the Internal Revenue Code. All excess inclusions of a REMIC
allocated to a REMIC residual certificate held by a tax-exempt Plan will be
considered unrelated business taxable income and will be subject to federal
income tax.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions" in this prospectus.


                                     -186-



                                LEGAL INVESTMENT

     If and to the extent specified in the related prospectus supplement,
certain classes of the offered certificates of any series will constitute
mortgage related securities for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended.

     Generally, the only classes of offered certificates that will qualify as
"mortgage related securities" will be those that: (1) are rated in one of two
highest rating categories by at least one nationally recognized statistical
rating organization; and (2) 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 offered certificates not qualifying as "mortgage related
securities" for purposes of SMMEA 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. All
investors whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities are encouraged to consult with their own legal advisors in
determining whether and to what extent the offered certificates constitute legal
investments for them.

     Mortgage related securities are legal investments for persons, trusts,
corporations, partnerships, associations, statutory trusts, and business
entities, including depository institutions, insurance companies, trustees and
pension funds--

     o    that are created or existing under the laws of the United States or
          any state, including the District of Columbia and Puerto Rico, and

     o    whose authorized investments are subject to state regulations,

to the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any of its
agencies or instrumentalities are legal investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of some 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 those types of
certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
offered certificates qualifying as "mortgage related securities" only to the
extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:

     o    federal savings and loan associations and federal savings banks may
          invest in, sell or otherwise deal in mortgage related securities
          without limitation as to the percentage of their assets represented by
          those securities; and


                                     -187-



     o    federal credit unions may invest in mortgage related securities and
          national banks may purchase mortgage related securities for their own
          account without regard to the limitations generally applicable to
          investment securities prescribed in 12 U.S.C. Section 24 (Seventh),

subject in each case to the regulations that the applicable federal regulatory
authority may prescribe.

     Effective December 31, 1996, the OCC 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 concerning "safety and soundness" and retention
of credit information in 12 C.F.R. Section 1.5, some Type IV securities, which
are defined in 12 C.F.R. Section 1.2(m) to include certain commercial
mortgage-related securities and residential mortgage-related securities. As
defined, "commercial mortgage-related security" and "residential
mortgage-related security" mean, in relevant part, a mortgage related security
within the meaning of SMMEA, provided that, in the case of a commercial
mortgage-related security, it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of loans
to numerous obligors." In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors," we make no
representation as to whether any class of offered certificates will qualify as
commercial mortgage-related securities, and thus as Type IV securities, for
investment by national banks.

     The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities (other than
stripped mortgage related securities, residual interests in mortgage related
securities and commercial mortgage related securities) under limited
circumstances, 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 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 offered certificates.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the FDIC, the OCC and the OTS effective
May 26, 1998, and by the NCUA effective October 1, 1998. That statement sets
forth general guidelines which depository institutions must follow in managing
risks, including market, credit, liquidity, operational (transaction), and legal
risks, applicable to all securities, including mortgage pass-through securities
and mortgage-derivative products used for investment purposes.

     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 offered certificates, as
certain 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 that
may restrict or prohibit investment in securities that are not
"interest-bearing" or "income-paying," and, with regard to any offered


                                     -188-



certificates issued in book-entry form, provisions that may restrict or prohibit
investments in securities that are issued in book-entry form.

     Except as to the status of some classes as "mortgage related securities,"
we make no representations as to the proper characterization of any class of
offered certificates for legal investment, financial institution regulatory or
other purposes. Also, we make no representations as to the ability of particular
investors to purchase any class of offered certificates under applicable legal
investment restrictions. These uncertainties (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the certificates) may adversely affect the liquidity of any
class of offered certificates. Accordingly, if your investment activities are
subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities, you are encouraged to consult
with your legal advisor in determining whether and to what extent--

     o    the offered certificates of any class and series constitute legal
          investments or are subject to investment, capital or other
          restrictions; and

     o    if applicable, SMMEA has been overridden in your state.

                                 USE OF PROCEEDS

     Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to (a) cover expenses related to that purchase and the issuance of
those certificates, including legal and accounting costs, rating agency fees,
registration fees, upfront fees of any master servicer, special servicer,
manager or trustee, and payments to any provider of credit support or a
derivative instrument, (b) fund any prefunding account, (c) fund any reserve
accounts or (d) make any initial deposits to the trust necessary to make
payments on the related certificates. We expect to sell the offered certificates
from time to time, but the timing and amount of offerings of those certificates
will depend on a number of factors, including the volume of mortgage assets
acquired by us, prevailing interest rates, availability of funds and general
market conditions.

                             METHOD OF DISTRIBUTION

     The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

     We intend that offered certificates will be offered through the following
methods from time to time. We further intend that offerings may be made
concurrently through more than one of these methods or that an offering of the
offered certificates of a particular series may be made through a combination of
two or more of these methods. The methods are as follows:

     1.   by negotiated firm commitment or best efforts underwriting and public
          offering by one or more underwriters specified in the related
          prospectus supplement;

     2.   by placements by us with institutional investors through dealers; and

     3.   by direct placements by us with institutional investors.

     In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
mortgage assets that would back those certificates. Furthermore, the


                                     -189-



related trust assets for any series of offered certificates may include other
securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

     Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the payment of the offered
certificates may be deemed to be underwriters in connection with those
certificates. In addition, any discounts or commissions received by them from us
and any profit on the resale of those offered certificates by them may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that--

     o    the obligations of the underwriters will be subject to various
          conditions precedent,

     o    the underwriters will be obligated to purchase all the certificates if
          any are purchased, other than in connection with an underwriting on a
          best efforts basis, and

     o    in limited circumstances, we will indemnify the several underwriters
          and the underwriters will indemnify us against civil liabilities
          relating to disclosure in our registration statement, this prospectus
          or any of the related prospectus supplements, including liabilities
          under the Securities Act, or will contribute to payments required to
          be made with respect to any liabilities.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.

     We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with
reoffers and sales by them of offered certificates. Holders of offered
certificates are encouraged to consult with their legal advisors in this regard
prior to any reoffer or sale.

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. Merrill Lynch,
Pierce, Fenner & Smith Incorporated is an affiliate of Merrill Lynch Mortgage
Investors, Inc.


                                     -190-



                                  LEGAL MATTERS

     Unless otherwise specified in the related prospectus supplement, particular
legal matters in connection with the certificates of each series, including some
federal income tax consequences, will be passed upon for us by--

     o    Thacher Proffitt & Wood LLP;

     o    Latham & Watkins LLP; or

     o    Cadwalader, Wickersham & Taft LLP.

                              FINANCIAL INFORMATION

     A new trust will be formed with respect to each series of offered
certificates. None of those trusts will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
offered certificates. Accordingly, no financial statements with respect to any
trust will be included in this prospectus or in the related prospectus
supplement. We have determined that our financial statements will not be
material to the offering of any offered certificates.

                                     RATING

     It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade. We will, in the related prospectus
supplement, with respect to each class of offered certificates, identify the
applicable rating agency or agencies and specify the minimum rating(s) that must
be assigned thereto.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage assets and the credit quality of any third-party credit
enhancer. The rating(s) on a class of offered certificates will not represent
any assessment of--

     o    whether the price paid for those certificates is fair;

     o    whether those certificates are a suitable investment for any
          particular investor;

     o    the tax attributes of those certificates or of the related trust;

     o    the yield to maturity or, if they have principal balances, the average
          life of those certificates;

     o    the likelihood or frequency of prepayments of principal on the
          underlying mortgage loans;

     o    the degree to which the amount or frequency of prepayments on the
          underlying mortgage loans might differ from those originally
          anticipated;

     o    whether or to what extent the interest payable on those certificates
          may be reduced in connection with interest shortfalls resulting from
          the timing of voluntary prepayments;


                                     -191-



     o    the likelihood that any amounts other than interest at the related
          mortgage interest rates and principal will be received with respect to
          the underlying mortgage loans; or

     o    if those certificates provide solely or primarily for payments of
          interest, whether the holders, despite receiving all payments of
          interest to which they are entitled, would ultimately recover their
          initial investments in those certificates.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                     -192-



                                    GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this prospectus.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

     "Disqualified Organization" means:

     o    the United States,

     o    any State or political subdivision of the United States,

     o    any foreign government,

     o    any international organization,

     o    any agency or instrumentality of the foregoing, except for
          instrumentalities described in Section 168(h)(2)(D) of the Internal
          Revenue Code or the Freddie Mac,

     o    any organization, other than a cooperative described in Section 521 of
          the Internal Revenue Code, that is exempt from federal income tax,
          except if it is subject to the tax imposed by Section 511 of the
          Internal Revenue Code, or

     o    any organization described in Section 1381(a)(2)(C) of the Internal
          Revenue Code.

     "DRA" means the Deficit Reduction Act of 2006.

     "DTC" means The Depository Trust Company.

     "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Internal Revenue Code, except for some service partnerships
and commodity pools.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plan" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.

     "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, or any successor entity.


                                     -193-



     "Euroclear Terms and Conditions" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and, to the extent that it applies to the operation of the Euroclear System,
Belgian law.

     "Exchange Act" means the Exchange Act of 1934, as amended.

     "Fannie Mae" means the Federal National Mortgage Association.

     "Farmer Mac" means the Federal Agricultural Mortgage Corporation.

     "FASB 140" means the Financial Accounting Standards Board's Statement No.
140, entitled "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities," issued in September 2002.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

     "Freddie Mac" means the Federal Home Loan Mortgage Corporation.

     "Ginnie Mae" means the Government National Mortgage Association.

     "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

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

     "I.R.C. Plan" means a plan, arrangement or account that is subject to
Section 4975 of the Internal Revenue Code, including individual retirement
accounts and certain Keogh plans.

     "IRS" means the Internal Revenue Service.

     "Lender Liability Act" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.

     "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

     "NCUA" means the National Credit Union Administration.

     "OCC" means the Office of the Comptroller of the Currency.

     "OTS" means the Office of Thrift Supervision.

     "Party In Interest" means any person that is a "party in interest" within
the meaning of Section 3(14) of ERISA or a "disqualified person" within the
meaning of Section 4975(e)(2) of the Internal Revenue Code.

     "Pass-Through Entity" means any:

     o    regulated investment company,


                                     -194-



     o    real estate investment trust,

     o    trust,

     o    partnership, or

     o    other entities described in Section 860E(e)(6) of the Internal Revenue
          Code.

     "Permitted Investments" means U.S. government securities and other
investment grade obligations, including:

     o    direct obligations of, or obligations fully guaranteed as to timely
          payment of principal and interest by, the United States or any agency
          or instrumentality thereof (having original maturities of not more
          than 365 days), provided that those obligations are backed by the full
          faith and credit of the United States;

     o    repurchase agreements or obligations with respect to any security
          described in the preceding bullet (having original maturities of not
          more than 365 days), provided that the short-term deposit or debt
          obligations of the party agreeing to repurchase the subject security
          are investment grade rated;

     o    federal funds, unsecured uncertified certificates of deposit, time
          deposits, demand deposits and bankers' acceptances of any bank or
          trust company organized under the laws of the United States or any
          state thereof (having original maturities of not more than 365 days),
          the short-term obligations of which are investment grade rated;

     o    commercial paper (including both non-interest bearing discount
          obligations and interest-bearing obligations and having original
          maturities of not more than 365 days) of any corporation or other
          entity organized under the laws of the United States or any state
          thereof which commercial paper is investment grade rated;

     o    money market funds which are rated in one of the four highest
          applicable rating categories of a nationally recognized statistical
          rating organization; and

     o    any other obligation or security acceptable to each applicable rating
          agency for the related offered certificates, evidence of which
          acceptability will be provided in writing by each of those rating
          agencies to, among others, the related trustee;

provided that (1) no investment described above may evidence either the right to
receive (x) only interest with respect to such investment or (y) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and (2) no investment described above may be purchased at a price
greater than par if such investment may be prepaid or called at a price less
than its purchase price prior to stated maturity.

     "Plan" means an ERISA Plan or an I.R.C. Plan.

     "Plan Asset Regulation" means U.S. Department of Labor Regulation Section
2510.3-101 promulgated under ERISA.


                                     -195-



     "PTE" means a Prohibited Transaction Exemption issued by the U.S.
Department of Labor, as it may be amended from time to time, or any successor
thereto.

     "RCRA" means the federal Resource Conservation and Recovery Act.

     "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Internal Revenue Code.

     "Relief Act" means the Servicemembers Civil Relief Act, as amended.

     "REMIC" means a real estate mortgage investment conduit, within the meaning
of, and formed in accordance with, the Tax Reform Act of 1986 and Sections 860A
through 860G of the Internal Revenue Code.

     "REMIC IO" means a REMIC that is entitled to only a specified portion of
the interest in respect of one or more mortgage loans held by the REMIC.

     "REO Property" means any mortgaged property or interest therein that is
acquired by or on behalf of the trust through foreclosure, deed-in-lieu of
foreclosure or otherwise following a default on the corresponding underlying
mortgage loan.

     "Safe Harbor Regulations" means the final Treasury regulations issued on
July 18, 2002.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means standard prepayment assumption.

     "Title V" means Title V of the Depository Institutions Deregulation and
Monetary Control Act of 1980.

     "Treasury Department" means the United States Department of the Treasury.

     "UCC" means, for any jurisdiction, the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means:

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in, or
          under the laws of, the United States, any state or the District of
          Columbia;

     o    an estate whose income from sources without the United States is
          includible in gross income for United States federal income tax
          purposes regardless of its connection with the conduct of a trade or
          business in the United States; or

     o    a trust as to which--

          1.   a court in the United States is able to exercise primary
               supervision over the administration of the trust, and


                                     -196-



          2.   one or more United States persons have the authority to control
               all substantial decisions of the trust.

     In addition, to the extent provided in the Treasury regulations, a trust
will be a U.S. Person if it was in existence on August 20, 1996 and it elected
to be treated as a U.S. Person.


                                     -197-

The attached CD-ROM contains one spreadsheet file that can be put on a user
specified hard drive or network drive. This spreadsheet file is
"ML-CFC 2007-7.xls." The spreadsheet file "ML-CFC 2007-7.xls" is a Microsoft
Excel(1), Version 5.0 spreadsheet. The file provides, in electronic format, some
of the statistical information that appears under the caption "Description of
the Mortgage Pool" in this prospectus supplement and on Annexes A-1, A-2, A-3,
A-4 and B to this prospectus supplement. Defined terms used, but not otherwise
defined, in the spreadsheet file will have the respective meanings assigned to
them in the glossary to this prospectus supplement. All the information
contained in the spreadsheet file is subject to the same limitations and
qualifications contained in this prospectus supplement. Prospective investors
are strongly urged to read this prospectus supplement and the accompanying base
prospectus in their respective entireties prior to accessing the spreadsheet
file.

----------------
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
(2) Adobe Acrobat is a registered trademark of Adobe Systems Incorporation.

Until ninety days following the date of the prospectus supplement, all dealers that effect transactions in the offered certificates, whether or not participating in this distribution, may be required to deliver a prospectus supplement and the accompanying prospectus. This is in addition to the obligation of dealers acting as underwriters to deliver a prospectus supplement and the accompanying prospectus with respect to their unsold allotments and subscriptions.

$2,197,353,000

(Approximate)

ML-CFC Commercial Mortgage Trust 2007-7

as Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2007-7

Merrill Lynch Mortgage Investors, Inc.

as Depositor

Merrill Lynch Mortgage Lending, Inc.
Countrywide Commercial Real Estate Finance, Inc.
Artesia Mortgage Capital Corportation
PNC Bank, National Association

as Sponsors and Loan Sellers

PROSPECTUS SUPPLEMENT

Merrill Lynch & Co.

Countrywide Securities

PNC Capital Markets LLC

Morgan Stanley

Goldman, Sachs & Co.

May 31, 2007